SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number 0-21913
NOTIFICATION OF LATE FILING
(Check One): [ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: July 31, 1999
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:________________________________
Read attached instruction before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Group Long Distance, Inc.
Former name if applicable
________________________________________________________________________________
Address of principal executive office (Street and number)
1451 West Cypress Creek Road, Suite 200
City, state and zip code Fort Lauderdale, FL 33309
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box)
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[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Effective September 11, 1999, the Company's Chief Financial Officer
resigned. The Company has appointed an Acting Chief Financial Officer who has
assumed primary responsibility for the completion of the Form 10-QSB for the
three months ended July 31, 1999. The Company's actual and additional
contemplated managerial changes have resulted in a reallocation of resources
that have delayed the filing of the report. The Company is also in the process
of completing its Form 10-KSB for the year ended April 30, 1999, the filing of
which has also been delayed by the same circumstances.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Glenn Koach (954) 771-9696
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Form 10-KSB for the year ended 4/30/99 [X]Yes [ ]No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X]Yes [ ]No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See attached.
Group Long Distance, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 16, 1999 By /s/Glenn Koach
-------------------------------------
Glenn Koach
Executive Vice President
Instruction: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
<PAGE>
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has not been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulations S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T.
PART IV
OTHER INFORMATION
(3) It is anticipated that a significant change in the results of
operations from the prior period will be reflected in the Registrant's financial
statements. A currently unquantified anticipated loss will be reported primarily
due to a continuing volume shortfall charge currently estimated to be $6.5
million for the three months ended July 31, 1999 (an estimated $31.5 million
accumulated at July 31, 1999). This charge relates to the Registrant's alleged
failure to satisfy volume purchase commitments to its carrier. The Registrant is
currently negotiating with its carrier to settle the shortfall charge and is
reviewing all options available to the Registrant. There can be no assurance,
however, that the shortfall charge will be reduced.
