GROUP LONG DISTANCE INC
8-K, 1998-12-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported): December 3, 1998


                            GROUP LONG DISTANCE, INC.
                      -------------------------------------
               (Exact name of Registrant as Specified in Charter)



           Florida                    0-21913                 65-0213198
       ----------------            --------------           ---------------
       (State or other             (Commission             (IRS Employer
       jurisdiction of             File Number)             Identification
       organization)                                        No.)
           



1451 West Cypress Creek Road, Suite 200, Fort Lauderdale, Florida        33309
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)




Registrant's telephone number, including area code:  (954)771-9696






<PAGE>



Item 1.   Other Events

          On December 2, 1998,  the  Company  was  notified by the Nasdaq  Stock
          Market that the  Company's  securities  were  delisted from the Nasdaq
          SmallCap  Market  effective  with the close of business on December 2,
          1998, for failure to be in compliance with maintenance standards.  The
          Company's  securities were  previously  delisted from the Boston Stock
          Exchange for failing to be in  compliance  with  minimum  shareholders
          equity requirements.

Item 2.   Financial Statements, Pro Forma Financial Information and Exhibits

          1.   Press Release issued by the Company dated December 3, 1998.



<PAGE>


                                    SIGNATURE


           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                        GROUP LONG DISTANCE, INC.



                                        By:  /s/ Gerald M. Dunne, Jr.
                                             --------------------------------
                                             Gerald M. Dunne, Jr.
                                             President



<PAGE>


                                  EXHIBIT INDEX


Exhibit

99.1               Press Release issued by the Company dated December
                   3, 1998.









<PAGE>


                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE                                  CONTACT:  PETER J. RUSSO
                                                        CHIEF FINANCIAL OFFICER
                                                                 (954) 771-9696



GROUP LONG DISTANCE DELISTED FROM THE NASDAQ SMALLCAP MARKET

December 3, 1998, Ft. Lauderdale, Florida-Group Long Distance, Inc. ("Group Long
Distance" or the "Company") (NASDAQ symbol:  GLDI, GLDIW),  today announced that
it has been  notified  by the  Nasdaq  Stock  Market  that it has  delisted  the
securities of the Company as of December 2, 1998 for failure to be in compliance
with maintenance standards. The Company plans to appeal this decision which does
not result in a stay of the delisting  process.  The Company's  securities  were
previously  delisted  from  the  Boston  Stock  Exchange  for  failing  to be in
compliance  with  minimum  shareholders  equity  requirements.  The  Company  is
currently  pursuing  measures in order to be in compliance  with all maintenance
standards,  as well as  secondary  trading  exemptions  and OTC  Bulletin  Board
eligibility.

Group Long Distance is a long distance telecommunications  provider. The Company
utilizes  special network service  contracts to provide  customers with products
and services through major telecommunications carriers.

Certain  of the  statements  contained  in  this  press  release  may be  deemed
forward-looking statements. Such statements, and other matters addressed in this
press  release  involve a number of risks and  uncertainties.  Among the factors
that could cause actual results to differ  materially from these  statements and
other matters,  are the risks and other  factors,  detailed from time to time in
the  Company's  reports  filed with the United  States  Securities  and Exchange
Commission.




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