GS TELECOM LTD
8-K, 1999-08-12
TELEPHONE & TELEGRAPH APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K




                                 CURRENT REPORT


                           Commission File No. 013313
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report:  August 3, 1999


                               GS TELECOM LIMITED
                        -------------------------------
             (Exact name of registrant as specified in its charter)


     Colorado                                        36-3296861
- ---------------                                      -------------------
(State or other                                      (IRS Employer
jurisdiction of                                      Identification No.)
incorporation)



        First Floor, Hampton House, 20 Albert Embankment London SE1 7TJ
        ---------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  44-171-587-3687
                                                     ---------------


<PAGE>


Item 1.  Changes in Control of Registrant
         --------------------------------

                  None.

Item 2.  Acquisition or Disposition of Assets
         ------------------------------------

                  None.

Item 3.  Bankruptcy or Receivership
         --------------------------

                  None.

Item 4.  Changes in Accountants
         ----------------------

                  None.

Item 5.  Other Events
         ------------

a. The Company has made  investigation into certificates for common shares of GS
Telecom,  Ltd.  which  were  in  the  "6000"  number  series  and  were  neither
countersigned by American  Securities Transfer & Trust, Inc. (the prior transfer
agent) nor by Colonial Stock Transfer,  Inc. (the current transfer  agent).  The
Company  has  determined  that  all such  certificates  are  invalid  and has so
notified the Securities & Exchange Commission, Depository Trust Corporation, and
its  current  transfer  agent,  Colonial  Transfer  Co.  Inc.  From the  current
information   available,   it  appears  that  invalid   certificates,   totaling
approximately  800,000, have been submitted for transfer. All valid certificates
will be honored.

b. GS Telecom Limited  reiterates its previous statement that it has severed all
relationships  with Union  Trading-Financial  Ltd,/Werner  Wassler and/or any of
their associates or affiliates which have become known to GST.

c. GST is considering  appropriate legal action to be taken specifically against
Union  Trading  Financial  LTD.  and its  associates/affiliates  in  relation to
misrepresentations and the unauthorized distribution of stock.

d. GS Telecom, Ltd. is in no way affiliated with GST Telecommunications, Inc. of
Vancouver,  Washington and no inference of any  relationship is suggested in any
area of industry.


Item 6.  Resignation from/Appointments to Board of Directors
         ---------------------------------------------------

                  None.


Item 7.  Financial Statements Pro Forma Financial & Exhibits
         ---------------------------------------------------

                  None


<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.

Date:  August 3, 1999                       GS TELECOM LIMITED


                                               /s/ Gary Botha
                                            By:---------------------------------
                                               Secretary and Financial Director



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