GS TELECOM LTD
8-K, 2000-04-12
TELEPHONE & TELEGRAPH APPARATUS
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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:  April 10, 2000


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


COLORADO                        0-13313                      36-3296861
- -------                         -------                      ----------
(State or other                 (Commission                  (IRS Employer
jurisdiction of                 File Number)                 Identification No.)
incorporation)



c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO                 80033
- ---------------------------------------------                 -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code 011-44-171-587-3687


<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

         In March,  2000, the Company  achieved a private  placement of $618,000
for  1,236,000  shares of  restricted  common stock  together  with  warrants to
purchase an  additional  1,236,000  shares at $1.25 per share  through April 15,
2000.  The  private  placement  was  made in  reliance  upon the  exemptions  to
registration  afforded under Regulation S and Section 4(6) of the Securities Act
of 1933.

Item 6. 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: April 10, 2000                        GS TELECOM LIMITED

                                                 /s/ C.P. Gervaise-Brazier
                                            By: --------------------------------
                                                  President and CEO




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