GROUP LONG DISTANCE INC
8-K, 1999-09-02
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): August 16, 1999


                            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 No.)
      organization)




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



                                 Not Applicable
                   -------------------------------------------
(Former Name or Former Address if Changed Since Last Report)


<PAGE>


Item 1.         Other Events

                The  Company's  Annual Report on Form 10-KSB was due on July 29,
                1999.  The Company filed for a 15 day extension on July 30, 1999
                pursuant to Rule 12b-25 and on Form 12b-25.  The Company  sought
                relief   because  due  to   unavoidable   delays  in   obtaining
                information  from  a  third  party,   the  Company's   financial
                statements   were  not  finalized  in  time  for  the  Company's
                independent  public  accountants to complete their review of the
                financial statements.  In the Form 12b-25, the Company disclosed
                that it is anticipated that a significant  change in the results
                of  operations  from the last fiscal year would be  reflected in
                the  Company's  financial  statements.  On August 16, 1999,  the
                Company  issued a press release  announcing an  anticipated  net
                loss of approximately  $15.5 million or $4.44 per share on sales
                of  approximately  $25.8 million for the fiscal year ended April
                30,  1999.  The loss  was  primarily  due to a volume  shortfall
                charge of approximately  $25 million  anticipated to be recorded
                at  April  30,  1999.  This  shortfall  charge  relates  to  the
                Company's  failure to satisfy volume purchase  commitments  from
                its carrier.  The Company expected to file its 10-KSB before the
                end of August 1999,  but continues to negotiate with its carrier
                and now  expects  to file its  Annual  Report  before the end of
                September 1999.

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

                1. Press Release issued by the Company dated August 16, 1999.


<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 99.1

                                  EXHIBIT INDEX


Exhibit

99.1                Press Release issued by the Company dated August 16, 1999.


<PAGE>


Exhibit

99.1                Press Release issued by the Company dated August 16, 1999.


(FL-GROUP-LONG-DISTANCE)  (GLDI) Group Long Distance  Reports  Anticipating Net
Loss of $15.5 Million

      FORT LAUDERDALE,  Fla. - Aug. 16, 1999 - Group Long Distance Inc., "Group
Long  Distance" or the  "company")  (OTC BB: GLDI) (OTC BB:  GLDIW),  announced
Friday an  anticipated  net loss of  approximately  $15.5  million or $4.44 per
share on sales of  approximately  $25.8 million for the fiscal year ended April
30, 1999.

      The loss was primarily due to a volume  shortfall  charge of approximately
$25 million  anticipated to be recorded at April 30, 1999. This shortfall charge
relates to the company's failure to satisfy volume purchase commitments from its
carrier.  The company is  currently  negotiating  with its carrier to settle the
shortfall charge. There can be no assurance,  however, that the shortfall charge
will be reduced.

      Due to such  uncertainties  regarding  the amount of the volume  shortfall
charge,  the  filing of the 10-KSB  for the year  ended  April 30,  1999 will be
delayed.  It is  anticipated  that the  10-KSB  will be filed  before the end of
August, 1999.

      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.



      Contact:  Group Long Distance Inc., Fort Lauderdale
                Peter  Russo, Chief Financial Officer
                954/771-9696




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