Commission File No.: 1-13478
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For the Transition Period Ended:
Read Instruction (on back page) 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.
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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
Global Telecommunication Solutions, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
5697 Rising Sun Avenue
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Address of Principal Executive Office (Street and Number)
Philadelphia, Pennsylvania 19120
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City, State and Zip Code
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 box if appropriate)
|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, Form N-SAR, or portion thereof, will be 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
On February 29, 1996, the Registrant acquired all of the outstanding
capital stock of Global Link Teleco Corporation ("Global Link"). Global Link's
operating results were consolidated with the Registrant's commencing on March 1,
1996. The preparation of audited financial statements for the year ended
December 31, 1996 to reflect this consolidation, coupled with the relocation of
the Registrant's offices from Elmont, New York to Philadelphia, Pennsylvania,
have significantly taxed the Registrant's limited staff involved in financial
management and reporting, thus delaying preparation of the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1996 ("Annual Report.")
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Maria Bruzzese (516) 326-1940
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(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 reports) been filed? If answer is
no, identify report(s)
|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.
It is anticipated that the Annual Report will reflect the following changes in
results of operations from the prior fiscal year:
The Registrant's net sales for the year ended December 31, 1996 are expected to
be approximately $12,121,000, compared to $3,144,350 for the year ended December
31, 1995. This increase was primarily attributable to Registrant's acquisition
of Global Link. Global Link's operating results were consolidated with those of
the Registrant commencing on March 1, 1996. The Registrant expects to incur a
net loss of approximately $6,770,000 for the year ended December 31, 1996,
compared to a net loss of $2,970,121 for the year ended December 31, 1995. The
increased net loss was due to increased operating costs incurred in connection
with Registrant's acquisition of Global Link and the expansion of Registrant's
business and operations.
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GLOBAL TELECOMMUNICATION SOLUTIONS, 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 March 28, 1997 By /s/ Maria Bruzzese
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Maria Bruzzese, Chief Financial Officer
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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, D.C. 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 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 notification s must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
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