UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GTC Telecom Corp.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
36230F 10 2
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(CUSIP Number)
January 3, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13G
CUSIP NO. 36230F 10 2
1. NAME OF REPORTING PERSONS - I.R.S. IDENTIFICATION NUMBERS OF ABOVE
PERSONS (entities only):
The Michelson Group, Inc. C 88-0365251
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
[ ] A
[ ] B
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada
NUMBER OF 5. SOLE VOTING POWER 947,408
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 947,408
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH
9. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON: 947,408
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54%
12. TYPE OF REPORTING PERSON CO
<PAGE>
ITEM 1.
(a) Name of Issuer
GTC Telecom Corp.
(b) Address of Issuer's Principal Executive Offices
3151 Airway, Ave., Suite P-3, Costa Mesa, CA 92626
ITEM 2.
(a) Name of Person Filing
The Michelson Group, Inc.
(b) Address of Principal Business Office or, if none, Residence
5000 Birch Street, West Tower, Suite 9600, Newport Beach, CA 92660
(c) Citizenship or Place of Organization
Nevada
(d) Title of Class of Securities
Common
(e) CUSIP Number
36230F 10 2
ITEM 3. If this statement is filed pursuant to section 240.13d-1(b) or section
240.13d-2(b) or (c), check whether the person filing is a:
(a) ____ Broker or dealer registered under Section 15 of the Act.
(b) ____ Bank as defined in section 3(a)(6) of the Act.
(c) ____ Insurance company as defined in section 3(a)(19) of the Act.
(d) ____ Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) ____ An investment advisor in accordance with section
240.13(d)-1(b)(1)(ii)(E);
(f) ____ An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) ____ A parent holding company or control person in accordance with
section 240.13d-1(b)(ii)(G);
(h) ____ A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
<PAGE>
(i) ____ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ____ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 947,408
(b) Percent of Class: 5.54%
(c) Number shares as to which the person has:
(i) sole power to vote or to direct the vote 947,408
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 947,408
(iv) shared power to dispose or to direct the disposition of 0
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ___ .
Instructions: Dissolution of a group requires a response to this item.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1990 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The Bruce Berman Family Trust holds 100% of the voting stock of The Michelson
Group, Inc.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. Identification and Classification of Member of the Group
<PAGE>
If a group has filed this schedule pursuant to section 240.13d-(b)(ii)(J), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group, if a group has filed this schedule
pursuant to section 240.13d-1(d), attach an exhibit stating the identity of each
member of group.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
ITEM 10. Certification
(a) The following certification shall be included if the statement is filed
pursuant to section
240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose of effect.
(b) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
1/12/2000
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Date:
/s/ Bruce Berman
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Signature
Bruce Berman, President
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Name / Title
