UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
37935Y 206
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(CUSIP Number)
J. MARK RUBENSTEIN
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
10 STOW ROAD
MARLTON, NJ 08053
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communication)
NOVEMBER 6, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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>
CUSIP No. 37935Y 206
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
J. Mark Rubenstein
_______________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
a. _____________________________________________________________
b. _____________________________________________________________
_______________________________________________________________________________
3. SEC Use Only
_______________________________________________________________________________
4. Source of Funds OO
_______________________________________________________________________________
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
_______________________________________________________________________________
6. Citizenship or Place of Organization USA
_______________________________________________________________________________
Number of 7. Sole Voting Power 0
Shares _________________________________________________________________
Bene-
ficially by 8. Shared Voting Power 0
Owned by _________________________________________________________________
Each
Reporting 9. Sole Dispositive Power 0
Person _________________________________________________________________
With
10. Shared Dispositive Power 0
________________________________________________________________
11. Aggregate Amount Beneficially Owned
by the Reporting Person 0
_______________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
_______________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 0%
_______________________________________________________________________________
14. Type of Reporting Person 00
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Stock, par value $.01 of Global Telecommunication Solutions,
Inc., 10 Stow Road, Marlton, New Jersey 08053.
ITEM 2. IDENTITY AND BACKGROUND
(a) The reporting person is J. Mark Rubenstein (the "Reporting
Person").
(b) The address for the Reporting Person is Global Telecommunication
Solutions, Inc., 10 Stow Road, Marlton, New Jersey 08053.
(c) The Reporting Person was formerly employed as the Vice President
- Wholesale Sales of Global Telecommunication Solutions, Inc.
(the "Issuer")
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger dated February 6, 1998 (the
"Merger Agreement"), Centerpiece Communications, Inc. ("Centerpiece"),
a corporation formerly wholly-owned by the Reporting Person, was merged
(the "Merger") into the Issuer. In exchange for his interest in
Centerpiece, the Reporting Person received 401,284 shares of the common
stock of the Issuer (the "Shares") and other consideration. On November
6, 1998, the Reporting Person disposed of the Shares.
Centerpiece was formed by the Reporting Person in 1995, and was wholly
owned by him on the effective date of the Merger.
ITEM 4. PURPOSE OF TRANSACTION
The Shares had been acquired for investment purposes pursuant to the
terms of the Merger Agreement.
In connection with the transactions governed by the Merger Agreement,
the Reporting Person had been elected to the Board of Directors of the
Issuer. The Reporting Person no longer serves on the Board of Directors
of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person owns directly and beneficially 0 shares of
the common stock of the Issuer.
(b) The Reporting Person has the sole power to vote and dispose of no
shares of the common stock of the Issuer. The Reporting Person
does not share the power to vote or direct the vote or the power
to dispose or direct the disposition of any of the shares of the
common stock of the Issuer.
<PAGE>
(c) On February 6, 1998, the Reporting Person had acquired the Shares
directly from the Issuer pursuant to the terms of the Merger
Agreement. On November 6, 1998 the Reporting Person disposed of
the Shares.
(d) No 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, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Merger Agreement provided the Reporting Person with certain
registration rights with respect to the Shares. Additionally, the
Reporting Person and Sheldon Finkel, a significant stockholder of the
Issuer, had entered into a Stockholders' Agreement dated February 6,
1998 which granted the Reporting Person "tag along rights" in the event
of a sale by Mr. Finkel of shares of the Issuer owned by him. Such
rights no longer apply to the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
11/16/98
_______________________________________________________________________________
Date
/s/ J. Mark Rubenstein
_______________________________________________________________________________
Signature
J. Mark Rubenstein
_______________________________________________________________________________
Name/Title
_______________________________________________________________________________
