U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-KSB/A

(MarkOne) 

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 1997

                                       OR

[  ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the transition period from ______________ to _____________________

                         Commission file number 1-13478


                    GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
                 ______________________________________________ 
                 (Name of small business issuer in Its charter)


            Delaware                                   13-3698386
________________________________           ___________________________________
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)            


    5697 Rising Sun Avenue, Philadelphia, PA                      19120
    _________________________________________                   __________
    (Address of Principal Executive Offices)                    (Zip Code)

                                 (215) 342-7700
                 _____________________________________________
                (Issuer's Telephone Number, Including Area Code)



The Registrant hereby amends the following items, financial statements, exhibits
or other  portions  of its  Annual  Report  on Form  10- KSB for the year  ended
December 31, 1997 as set forth in the pages attached hereto:

     Item 9.     Directors and Executive Officers of the Registrant
     Item 10.    Executive Compensation
     Item 11.    Security Ownership of Certain Beneficial Owners and Management
     Item 12.    Certain Relationships and Related Transactions

                

<PAGE>



                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The current  executive  officers,  key  employees  and directors of the
Company are as follows:


Name                    Age   Position

Shelly Finkel(1)        53    Chairman of the Board
Robert Bogin            47    President and Director
Randolph Cherkas        36    Chief Operating Officer and Director
David S. Tobin          33    Vice President--Business Affairs, General Counsel
                               and Secretary
Michael Hoppman         36    Chief Financial Officer, Treasurer and Assistant
                               Secretary
Cory Eisner             42    Vice President--Enhanced Services
Mary Berger             38    Vice President--Support Services
J. Mark Rubenstein      43    Vice President--Wholesale Sales and Director
Alan W. Kaufman(1)(2)   59    Director
Donald L. Ptalis(2)     55    Director
Jack N. Tobin(1)        56    Director

-----------------------------

(1)      Member of Compensation Committee
(2)      Member of Audit Committee

         Shelly  Finkel has been the  Chairman of the Board since April 1993 and
was the Chief  Executive  Officer of the Company from April 1993  through  March
1995.  Mr. Finkel has been active in the  promotional  field since June 1965 and
has been the  President of Shelly  Finkel  Management,  Inc.,  a New  York-based
personal management firm, since 1980.

         Robert Bogin has been the  President of the Company  since August 1997.
From  October 1996 to July 1997,  Mr. Bogin served as President of RMI,  Inc., a
real estate  investment  corporation  which he founded.  From  November  1988 to
October 1996,  Mr. Bogin  initially  served as Executive  Vice  President--Chief
Financial  Officer,  then as President  and Chief  Executive  Officer of Capitol
Multimedia,   Inc.,  an  international  software  company  specializing  in  the
creation,  production  and licensing of  entertainment  and  educational  CD-ROM
multimedia titles for the consumer market.

         Randolph  Cherkas has been the Company's Chief Operating  Officer since
February 1998 and a director of the Company since April 1998. In February  1994,
Mr. Cherkas founded Networks Around the World,  Inc.  ("NATW") and served as its
President  until February 1998, when NATW was acquired by the Company (the "NATW
Merger").  From  July 1993 to  February  1994,  Mr.  Cherkas  served as  Account
Executive for Network Equipment Technologies,  a company which designs and sells
network solutions to Fortune 500 companies. From July 1984 to July 1993, Mr.
Cherkas served as an account executive for IBM.

         David S.  Tobin has been the Vice  President--Business  Affairs  of the
Company since November 1997,  General Counsel and Secretary of the Company since
March 1996 and General  Counsel of Global Link since February  1995.  From April
1992 to February 1995, Mr. Tobin was the Assistant  General  Counsel of Peoples,
where he was responsible for acquisitions and general  corporate  matters.  From
1990 to April  1992,  Mr.  Tobin  was an  associate  of the law  firm of  Ruden,
McClosky,  Smith,  Schuster and Russell,  P.A. David Tobin is the son of Jack N.
Tobin, a director of the Company.

         Michael  Hoppman has been the  Company's  Chief  Financial  Officer and
Treasurer  since  September  1997.  From 1990 to August  1997,  Mr.  Hoppman was
employed  by  The Score  Board,  Inc.,  a  manufacturer, wholesaler and marketer

                                        2

<PAGE>



of baseball  trading  cards,  prepaid  phone cards and sports and  entertainment
memorabilia, most recently as Vice President and Chief Financial Officer.

         Cory Eisner has been the Company's  Vice  President--Enhanced  Services
since October 1994.  From 1977 to October 1994, Mr. Eisner was employed by Phone
Programs,  Inc., a  telepromotions  agency  specializing  in  interactive  phone
services, most recently as Executive Vice President of Sales.

         Mary Berger has been the  Company's  Vice  President--Support  Services
since  March  1996 and has  held the same  position  with  Global  Link  Telecom
Corporation  ("Global Link"), a company acquired by the Company in February 1996
(the "Global Link Merger"), since February 1995. From 1992 to February 1995, Ms.
Berger held the same position at PTC Services,  a division of Peoples  Telephone
Company ("Peoples"), where she developed customer support, technical support and
management information system services.

         J.  Mark  Rubenstein  has been Vice  President--Wholesale  Sales of the
Company  since  February 1998 and a director of the Company since April 1998. In
September 1995, Mr. Rubenstein founded Centerpiece Communications,  Inc. ("CCI")
and served as its President  until February  1998,  when CCI was acquired by the
Company (the "CCI Merger").  From June 1994 to December 1995, Mr. Rubenstein was
a  financial  planner  and  a  registered  representative  of  Raymond  James  &
Associates,  Inc. From 1992 to June 1994, Mr.  Rubenstein served as President of
Qualified Insurance Advisors, Inc., a company which he founded.

         Alan W. Kaufman has been a director of the Company since November 1994.
Mr.  Kaufman  has been a director  since  August  1997 and  President  and Chief
Executive Officer since October 1997 of CrossZ Software Corporation, a developer
and  marketer of  business  intelligence  software.  From April 1986 to December
1996, Mr. Kaufman held various positions,  including Vice President of Marketing
and Vice  President of Sales and  Marketing,  and most recently  Executive  Vice
President of Sales,  at Cheyenne  Software,  Inc.  Mr.  Kaufman was the founding
President of the New York Software Industry Association.

         Donald L. Ptalis has been a director  of the Company  since March 1996.
Since April 1997,  Mr.  Ptalis has served as President of PCI,  Inc., a computer
consulting company which he founded. From January 1995 to April 1997, Mr. Ptalis
was the President of Masque Sound & Recording  Corp., a sound  equipment  rental
company.  From June 1993 to December  1995,  Mr.  Ptalis  managed  his  personal
investments.  From 1987 to June 1993,  Mr.  Ptalis was the  President  and Chief
Executive Officer of Desks Inc., an office furniture supply company.

         Jack N. Tobin has been a director  of the  Company  since  March  1996.
Since March 1989,  Mr. Tobin has been the  President of Jack Tobin & Associates,
Inc., a marketing,  public  relations and lobbying  firm that he founded.  Since
November  1982,  Mr.  Tobin has been a member of the State of  Florida  House of
Representatives.  As a member of the  House of  Representatives,  Mr.  Tobin has
served as the  Chairman  of the  Health  and  Rehabilitative  Services,  Science
Industry and Technologies and Business and Professional  Regulation  committees.
From November  1989 to November  1996,  Mr. Tobin chaired the full  committee or
subcommittee which regulates  telecommunications  companies operating within the
state.  Jack Tobin is the  father of David S.  Tobin,  Vice  President--Business
Affairs, General Counsel and Secretary of the Company.

Board of Directors

         The Board of Directors  of the Company is divided  into three  classes,
each of which serves for a term of three years, with only one class of directors
being elected in each year. The term of the first class of directors,  currently
consisting of Shelly Finkel and Robert Bogin,  will expire at the annual meeting
of  stockholders  to be held in 1998; the term of the second class of directors,
currently consisting of Alan W. Kaufman and Donald L. Ptalis, will expire at the
annual  meeting of  stockholders  to be held in 1999;  and the term of the third
class of directors,  currently consisting of Jack N. Tobin, Randolph Cherkas and
J. Mark Rubenstein, will expire at the annual meeting of stockholders to be held
in 2000.  In each case,  each  director  will hold office  until the next annual
meeting  of  stockholders  at which his class of  directors  is to be elected or
until his successor is duly qualified and appointed. Executive officers serve at
the discretion of the Board.


                                        3

<PAGE>



         The members of the Company's Board of Directors do not receive any cash
compensation for serving as directors. On March 31st of each calendar year, each
person who is then a director of the Company is granted immediately  exercisable
ten-year  options to purchase  3,334  shares of Common  Stock at the fair market
value  thereof  at  the  time  of  grant.   See  "Executive   Compensation--1994
Performance Equity Plan."

         The  Company  has  appointed  a  Compensation  Committee  and an  Audit
Committee of the Board of Directors.  The Compensation Committee,  consisting of
Shelly Finkel, Alan W. Kaufman and Jack N. Tobin, reviews the salaries and other
compensation  of the  Company's  executive  officers.  The  role  of  the  Audit
Committee,  consisting  of Alan W. Kaufman and Donald L. Ptalis is to review (i)
the scope of Company's annual audit and other services provided by the Company's
independent   auditors   and  (ii)  the   audit   results   and  the   auditors'
recommendations regarding policies, systems and controls.

Indemnification and Exculpation Provisions

         The Company's Certificate of Incorporation provides for indemnification
of officers and  directors to the fullest  extent  permitted by Delaware law. In
addition, under the Company's Certificate of Incorporation, no director shall be
liable  personally to the Company or its  stockholders  for monetary damages for
breach  of  fiduciary  duty as a  director;  provided  that the  Certificate  of
Incorporation  does not eliminate the liability of a director for (i) any breach
of the director's duty of loyalty to the Company or its stockholders;  (ii) acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing violation of law; (iii) acts or omissions in respect of certain unlawful
dividend payments or stock  redemptions or repurchases;  or (iv) any transaction
from which such director derives improper personal benefit.

Compliance with Section 16 of the Securities Exchange Act of 1934

         Section  16(a)  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act"),  requires the Company's directors and officers and persons who
beneficially  own more than ten percent of the  Company's  Common  Stock to file
with the  Securities  and  Exchange  Commission  ("Commission"),  Nasdaq and the
Boston Stock  Exchange  initial  reports of ownership  and reports of changes in
ownership  of Common  Stock in the  Company.  Officers,  directors  and greater-
than-ten percent  shareholders are required by Commission  regulation to furnish
the  Company  with  copies of all  Section  16(a)  reports  they  filed.  To the
Company's  knowledge,  based  solely  on review  of the  copies of such  reports
furnished to the Company and written  representation  that no other reports were
required,  during the fiscal year ended December 31, 1997, such persons complied
with all Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information  concerning  compensation of
the Company's Chief Executive Officer and the two other most highly  compensated
executive officers (collectively, the "Named Executive Officers") for 1995, 1996
and 1997.



                                        4

<PAGE>
<TABLE>
<CAPTION>
                                               SUMMARY COMPENSATION TABLE(1)
                                               -----------------------------   Annual            Long-Term
                                                                               Compensation      Compensation
                                                                               -------------     ----------------
Name and Principal                                                                                  Options
Position During Period                                     Fiscal Year          Salary ($)      (No. of Shares)
----------------------                                     -----------          ----------      ---------------
<S>                                                           <C>                <C>                 <C>   
Gary Wasserson(2).....................................        1997               205,769             50,000
Chief Executive Officer                                                                               3,334(3)
                                                              1996               125,000              3,334(3)
                                                              1995                  --                  --

------------------------------------------------------  -----------------  --------------------- --------------
David S. Tobin........................................        1997               175,923             75,000
Vice President--Business Affairs, General Counsel             1996               116,667             29,303
and Secretary                                                 1995                  --                 --
------------------------------------------------------  -----------------  --------------------- --------------
Cory Eisner...........................................        1997               122,779             25,000
Vice President--Enhanced Services                             1996               155,000              5,000
                                                              1995                93,750              3,334
------------------------------------------------------  -----------------  --------------------- --------------
</TABLE>

(1)      No other executive officer received aggregate  compensation equal to or
         exceeding   $100,000  during  1995,  1996  or  1997.  None  of  Messrs.
         Wasserson,  Tobin or  Eisner  received  noncash  compensation  benefits
         having a value exceeding 10% of his cash compensation during 1995, 1996
         or 1997.

(2)      In  September  1997,  the Company  amended Mr.  Wasserson's  employment
         agreement,  pursuant  to which  Mr.  Wasserson  agreed  to serve as the
         Company's Chief Executive Officer only until December 31, 1997 and then
         to be engaged as a consultant until December 31, 1998. In consideration
         thereof,  the Company agreed to (i) pay Mr. Wasserson $150,000 in equal
         monthly   installments  during  the  consulting  period,  (ii)  forgive
         $100,000 of debt owed by Mr.  Wasserson  so long as he does not violate
         the  terms  of  the  agreement   and  (iii)  granted  him   immediately
         exercisable  options to purchase  50,000  shares of Common  Stock until
         November 2002 at an exercise price of $6.4375 per share.

(3)      Represents immediately  exercisable options to purchase 3,334 shares of
         Common Stock granted pursuant to the Company's 1994 Performance  Equity
         Plan, which provides for stock option grants of 3,334 shares to be made
         to each director of the Company on March 31st of each year. See "--1994
         Performance Equity Plan."


         The following  table  summarizes  the number of shares and the terms of
stock options granted to the Named Executive Officers in 1997:
<TABLE>
<CAPTION>
             OPTION/SHARE GRANTS DURING YEAR ENDED DECEMBER 31, 1997
             -------------------------------------------------------
                                                Individual Grants

                                                        % of Total
                                                       Options/Shares                Market
                                          Options/      Granted to      Exercise     Price on
Name and Position                          Shares      Employees in       Price      Date of     Expiration
During Period                             Granted       Fiscal Year      ($/Share)   Grant ($)      Date
-------------                            ---------     -------------     --------    ---------      ----
<S>                                       <C>              <C>            <C>          <C>          <C>   
Gary Wasserson......................      3,334(1)         10.1%          11.125       11.125       3/2007
Chief Executive Officer                  50,000                            6.4375       6.4375     11/2002


David S. Tobin......................     75,000            14.2%           6.4375       6.4    1/2  1/1/98
Vice President--Business                                                                       1/2  1/1/99
Affairs, General Counsel
and Secretary

Cory Eisner.........................     25,000             4.7%           6.4375       6.4    1/3  1/1/98
Vice President--Enhanced                                                                       1/3  1/1/99
Services                                                                                       1/3  1/1/00
------------------------------------  ----------------  --------------------  -------------  ---------------  
</TABLE>

                                        5

<PAGE>


(1)      Represents immediately  exercisable options to purchase 3,334 shares of
         Common  Stock  granted  pursuant  to the terms of the 1994 Plan,  which
         provides  for stock  option  grants of 3,334  shares to be made to each
         director  of the  Company  on  March  31st of each  year.  See  "--1994
         Performance Equity Plan."


         The  following   table   summarizes  the  number  of  exercisable   and
unexercisable options held by the Named Executive Officers at December 31, 1997,
and their value at that date if such options were in-the-money.

<TABLE>
<CAPTION>
              AGGREGATE YEAR-END OPTION VALUES AT DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------------
                                               Number of Unexercised Options            Value of Unexercised In-the-Money
Name and Position During Period                     at December 31, 1997               Options at December 31, 1997 ($)(1)
----------------------------------------  ---------------------------------------- -------------------------------------------
                                             Exercisable         Unexercisable        Exercisable           Unexercisable
                                          ------------------  -------------------- ------------------  -----------------------
<S>                                             <C>                    <C>             <C>                     <C>     
Gary Wasserson..........................        56,668                 0                 --                     --
Chief Executive Officer

David S. Tobin..........................        18,192              86,111               --                     --
Vice President--Business Affairs,
General Counsel and Secretary

Cory Eisner.............................        14,167              27,501               --                     --
Vice President--Enhanced Services
----------------------------------------  ------------------  -------------------- ------------------  -----------------------
</TABLE>

(1)      Represents  the  difference  between  the  aggregate  market  value  at
         December 31, 1997 of the Common Stock  underlying the options (based on
         a last sale  price of $6.25 on that  date) and the  options'  aggregate
         exercise price.

1994 Performance Equity Plan

         In October 1994, the Board of Directors of the Company adopted, and the
stockholders  approved,  the 1994 Plan. The 1994 Plan  currently  authorizes the
granting of awards of up to 500,000  shares of Common Stock to the Company's key
employees, officers, directors and consultants.  Awards consist of stock options
(both  nonqualified  options and options  intended to qualify as incentive stock
options  under  Section 422 of the Internal  Revenue Code of 1986,  as amended),
restricted stock awards,  deferred stock awards,  stock appreciation  rights and
other  stock-based  awards,  as  described  in the 1994  Plan.  The 1994 Plan is
administered  by the Board of Directors,  which  determines  the persons to whom
awards  will be  granted,  the number of awards to be granted  and the  specific
terms of each grant, including the vesting thereof, subject to the provisions of
the 1994 Plan.

         On March 31st of each  calendar  year during the term of the 1994 Plan,
assuming  there are enough shares then  available for grant under the 1994 Plan,
each person who is then a director of the  Company is awarded  stock  options to
purchase  3,334  shares of the  Company's  Common Stock at the fair market value
thereof (as determined in accordance  with the 1994 Plan),  all of which options
are  immediately  exercisable  as of the  date of  grant  and have a term of ten
years.  These are the only  awards  which may be granted  to a  director  of the
Company under the 1994 Plan.

         Each stock option may be granted at a price  determined by the Board of
Directors, not to be less than 100% of the fair market value of the Common Stock
on the date of grant (or 110% of the fair market  value in the case of qualified
stock options granted to a holder of more than 10% of the  outstanding  stock of
the  Company).  The  aggregate  fair market value of shares for which  qualified
stock options are  exercisable  for the first time by such  employee  during any
calendar year may not exceed $100,000.  Generally,  options granted to employees
are exercisable as to 50% of the shares covered thereby on the first anniversary
of the date of grant and 25% of the shares covered thereby on each of the second
and third  anniversaries  of the date of such grant. The 1994 Plan also contains
certain change in control provisions, which could cause options and other awards
to become  immediately  exercisable and  restrictions  and deferral  limitations
applicable to other awards to lapse in the event any person  (excluding  certain
stockholders of the Company) acquires  beneficial  ownership of more than 25% of
the Company's outstanding shares of Common Stock.


                                        6

<PAGE>

         As of December 31, 1997,  options to purchase  387,856 shares of Common
Stock were  outstanding  under the 1994 Plan.  At  December  31,  1997,  options
outstanding  under the 1994 Plan  include  options to  purchase  116,668  shares
currently held by executive officers, at exercise prices ranging from $6.4375 to
$17.25 per share. In addition,  pursuant to the terms of the 1994 Plan, on March
31, 1995,  1996 and 1997,  the Company  granted to each  director of the Company
immediately  exercisable  ten-year options to purchase 3,334 shares for $17.625,
$15.75 and $11.125 per share, respectively. In February 1995, in connection with
their respective  consulting  agreements with the Company,  Barry Rubenstein and
Eli Oxenhorn,  stockholders of the Company,  each were granted options under the
1994 Plan to purchase  33,334  shares of Common  Stock at an  exercise  price of
$14.25 per share.  These options vested in February 1996 and remain  exercisable
until February 2001. In January 1997, in connection  with the extension of their
respective  consulting  agreements,  Messrs.  Rubenstein  and Oxenhorn were each
granted options under the 1994 Plan to purchase 25,000 shares of Common Stock at
an exercise price of $9.00 per share.  These options vested in February 1997 and
remain exercisable until February 2002. In November 1997,  pursuant to the terms
of the Plan,  the Company  granted  options to purchase an  aggregate of 132,500
shares of Common Stock to certain of its employees.  The exercise  prices of all
of the foregoing  options are equal to the fair market value of the Common Stock
on the date of grant.

Other Options and Warrants

         In March 1995, in connection with the employment of a former  executive
officer of the Company, the Company granted options to purchase 33,334 shares of
Common Stock at an exercise price of $15.00 per share.  These options originally
vested in three  equal  annual  installments  commencing  in March 1996 and will
remain  exercisable for a period of five years from the date of vesting.  In May
1997, in connection with such officer's  resignation as President and a director
of the  Company,  the  Company  accelerated  the  vesting of options to purchase
11,111 shares of Common Stock.

         In  January  1996,  the  Company  issued  five-year  warrants  to Whale
Securities Co., L.P. ("Whale") and two of its designees to purchase an aggregate
of 66,667 shares at an exercise price of $15.375 per share in  consideration  of
consulting services provided to the Company.

         In February 1996, in connection  with his employment  with the Company,
Gary J. Wasserson,  the Company's  former Chief Executive  Officer,  was granted
options  to  purchase  41,667  shares of Common  Stock at an  exercise  price of
$18.375  per share.  These  options  expired in  accordance  with their terms on
December 31, 1997. See "--Consultants."

         Also in February  1996,  in  connection  with his  employment  with the
Company, David S. Tobin, Vice President-- Business Affairs,  General Counsel and
Secretary,  was granted  options to purchase 16,667 shares of Common Stock at an
exercise price of $18.375 per share. 11,110 shares are currently exercisable and
the remaining  5,556 shares will vest in February  1999.  In January  1998,  the
Company  reduced the exercise  price of these  options to $6.563 per share.  See
"--Option Repricing."

         In connection with the Global Link Merger,  options to purchase 145,000
shares of common  stock of Global Link were  converted  into options to purchase
36,645 shares of Common Stock,  at exercise  prices ranging from $0.396 to $7.92
per share. In January 1998, the Company reduced the exercise price of certain of
these  options  from $7.92 to $6.563 per share.  See  "--Option  Repricing."  In
addition,  warrants  issued  in  connection  with the  issuance  of  convertible
debentures  ("Convertible  Debentures") were converted into warrants to purchase
7,085 shares of Common Stock at an exercise price of $13.64 per share.

         In May 1996,  the Company  consummated  a $3,000,000  private  offering
("May 1996 Private  Placement") in which it sold 30 Units  ("Units"),  each Unit
consisting of 6,667 shares of Common Stock and warrants ("May 1996 Warrants") to
purchase  13,334 shares of Common Stock.  Whale served as the placement agent in
connection  with the May 1996  Private  Placement  and  received  an  option  to
purchase three Units (an aggregate of 20,000 shares of Common Stock and May 1996
Warrants to purchase  40,000 shares of Common Stock),  which Units are identical
to the Units sold in the May 1996  Private  Placement,  at an exercise  price of
$100,000 per Unit, exercisable until May 10, 2001.



                                        7

<PAGE>

         In December  1996,  the Company  consummated  the December 1996 Private
Placement,  a private  offering from which the Company derived gross proceeds of
$3,000,000  through the sale of December 1996 Notes in the  aggregate  principal
amount of $3,000,000  and 1,000,000  December  1996  Warrants.  Whale was paid a
finder's fee in connection  with the December  1996 Private  Placement of 50,000
December 1996 Warrants.  Additionally,  Graubard Mollen & Miller,  the Company's
general  counsel,  received  $50,000 of December 1996 Notes and 16,667  December
1996 Warrants in payment of certain legal fees and expenses.

         In April  1997,  Wheatley  Partners,  L.P.  ("Wheatley")  and  Wheatley
Foreign Partners,  L.P.  ("Wheatley  Foreign") exercised an aggregate of 333,334
December  1996  Warrants at an exercise  price of $7.50 per share,  resulting in
$2,500,000 of gross  proceeds to the Company.  In  consideration  for exercising
such December 1996 Warrants, the Company issued to Wheatley and Wheatley Foreign
publicly-traded  warrants to purchase an aggregate  of 250,000  shares of Common
Stock   ("Public   Warrants").    See   "Certain   Relationships   and   Related
Transactions--General."

         In July 1997,  in  connection  with his  employment  with the  Company,
Robert Bogin, the Company's  President,  was granted options to purchase 100,000
shares of Common  Stock at an exercise  price of $6.563 per share,  50% of which
are  currently   exercisable  and  50%  of  which  vest  in  January  1999.  See
"--Employment Agreements."

         Also in July 1997, the Company issued warrants to Pennsylvania Merchant
Group  ("Penn  Merchant")  to  purchase  100,000  shares of  Common  Stock at an
exercise price of $7.00 per share in  consideration  of Penn Merchant  rendering
consulting services to the Company. See "--Consultants."

         In November 1997, the Company  granted options to purchase an aggregate
of 205,000  shares of Common Stock to certain of its  employees,  including  (i)
options to  purchase  100,000  shares of Common  Stock at an  exercise  price of
$6.4375 per share to Shelly Finkel,  the Company's Chairman of the Board, 50% of
which are currently  exercisable and 50% of which become  exercisable in January
1999 and (ii) options to purchase  25,000  shares of Common Stock at an exercise
price of $6.4375 per share to Michael  Hoppman,  the Company's  Chief  Financial
Officer,  10,000  of which  vest in each of August  1998 and 1999,  and 5,000 of
which vest in August 2000.

         In  January  1998,  the  Company  granted  options to JEB  Partners  to
purchase  60,000 shares of Common Stock at an exercise price of $6.125 per share
in consideration of JEB Partners rendering  consulting  services to the Company.
Such options are currently exercisable and will remain exercisable until January
2003. See "--Consultants."

         In April 1998, the Company  completed a private  offering  ("April 1998
Private   Placement"),   from  which  the  Company   received  net  proceeds  of
approximately $1,100,000 through the sale of $1,250,000 promissory notes ("April
1998 Notes") and  warrants to purchase  178,571  shares of Common Stock  ("April
1998 Warrants"). The April 1998 Warrants are exercisable at a price equal to the
lesser  of:  (i) $7.00 or (ii) the price per share at which the  Company  issues
Common Stock in a transaction  with aggregate gross proceeds of $4,000,000.  The
April 1998 Warrants are exercisable until April 2001.

         In April  1998,  the  Company  issued  to an  investor,  who  agreed to
purchase up to $2,000,000  of Common Stock or other  securities at a discount to
the  market  price of such  securities  ("2,000,000  Commitment"),  warrants  to
purchase 100,000 shares of Common Stock at an exercise price of $7.50 per share.
The warrants are immediately exercisable and will remain exercisable until April
13, 2001.  In connection  with  introducing  this  investor to the Company,  the
Company granted to each of Messrs. Barry Rubenstein,  a principal stockholder of
the Company,  and Eli Oxenhorn options to purchase 50,000 shares of Common Stock
at an exercise  price of $7.125 per share.  The options  become  exercisable  in
September 1998 and will remain exercisable until April 1, 2003.

                                        8

<PAGE>


Option Repricing

         In January  1998,  the Company  reduced the exercise  prices of 196,683
outstanding  options to purchase  Common Stock from exercise prices ranging from
$7.88 to $18.38,  to $6.563,  the fair market  value of the Common  Stock on the
date of such repricing.

Employment Agreements

         The Company has entered into employment  agreements with each of Shelly
Finkel, its Chairman of the Board, Robert Bogin, its President,  David S. Tobin,
its Vice  President--Business  Affairs,  General Counsel and Secretary, and Cory
Eisner, its Vice President--Enhanced Services.  Additionally, in connection with
the NATW Merger,  the Company entered into  employment  agreements with Randolph
Cherkas, its Chief Operating Officer and Gary Liguori, its Director of Wholesale
Sales. See Certain Relationships and Related  Transactions--The NATW Merger." In
connection with the CCI Merger, the Company entered into an employment agreement
with J. Mark  Rubenstein,  its Vice  President--Wholesale  Sales.  See  "Certain
Relationships and Related Transactions--The CCI Merger."

         Mr. Finkel's employment  agreement provides for a term through December
31, 2000,  and  requires him to devote at least 50% of his business  time to the
management  and  operations of the Company.  The  agreement  provides for a base
salary of $150,000 per annum, plus an annual cash bonus at the discretion of the
Board of Directors.  If Mr. Finkel is terminated without cause, he will continue
to receive his salary through the remainder of his term of employment,  and will
be paid a cash bonus equal to the last cash bonus paid to him. If on or prior to
June 30, 1998,  (i) the Company is sold or otherwise  acquired,  or (ii) a party
that owns no more than 5% of the voting  securities  of the Company  acquires in
one or  more  transactions  beneficial  ownership  of  more  than  35%  of  such
securities (a "Change of Control"),  Mr. Finkel will receive all salary payments
in a single lump sum payment.  The agreement prohibits Mr. Finkel from competing
with the Company during the term of his employment and for two years thereafter.

         Mr. Bogin's  employment  agreement provides for a term through December
31, 1999, and for a base salary of $200,000 per annum, plus an annual cash bonus
at the discretion of the Board of Directors.  If Mr. Bogin is terminated without
cause  after a Change of Control (i) between  January 1, 1998 and  December  31,
1998,  he will receive his salary due through such period and a cash bonus equal
to 50% of his annual salary, or (ii) if he is terminated between January 1, 1999
and December 31, 1999, he will receive his salary due through such period plus a
cash bonus equal to 100% of his annual  salary.  If the Company  terminates  Mr.
Bogin  without  cause but prior to the date of any  Change of  Control,  he will
continue  to  receive  his  salary  through  the  remainder  of the  term of the
agreement.  The agreement  prohibits Mr. Bogin from  competing  with the Company
during the term of his employment and for one year thereafter.

         Mr. Tobin's  employment  agreement provides for a term through December
31, 2000 and for a base annual salary of $150,000 per annum,  plus an additional
annual cash bonus at the  discretion of the Board of Directors.  If Mr. Tobin is
terminated  without  cause,  he will continue to receive his salary  through the
remainder of his term of employment,  and will be paid a cash bonus equal to the
last cash bonus paid to him.  Upon a Change of Control,  Mr. Tobin is to receive
all salary  payments in a single lump sum payment.  The agreement  prohibits Mr.
Tobin from  competing with the Company during the term of his employment and for
two years thereafter.

         Mr. Eisner's employment  agreement provides for a term through December
31, 1999 and for a base salary of $125,000 per annum, plus a cash or stock bonus
at the discretion of the Board of Directors. If Mr. Eisner is terminated without
cause,  he will receive his salary through the later of December 31, 1999 or the
one-year  anniversary date of the termination (the "Compensation  Period").  The
agreement  prohibits  Mr.  Eisner from  competing  with the  Company  during the
Compensation Period.

Consultants

         In  February  1995,  the  Company  entered  into  two-year   consulting
agreements  with  each of  Barry  Rubenstein,  a  principal  stockholder  of the
Company,  and Eli  Oxenhorn.  In January  1997,  such  agreements  were extended
through  February  1999.  Pursuant to the terms of their  respective  consulting
agreements,  Messrs.  Rubenstein and Oxenhorn are to render consulting  services
for a maximum  of eight  hours per month  with a  principal  focus on  potential
mergers,  acquisitions and other business  combinations and business development
activities.  Each of Messrs.  Rubenstein  and  Oxenhorn  have  agreed to certain
noncompetition  provisions and to refer to the Company any opportunity presented

                                        9

<PAGE>


to him to acquire or enter into a business  relationship  with an entity engaged
in activities  similar to or synergistic with those of the Company,  without the
receipt of any finder's fee. In February  1995,  the Company  granted to each of
Messrs.  Rubenstein and Oxenhorn,  in consideration for the specified consulting
services, options to purchase 33,334 shares of Common Stock at an exercise price
$14.25 per share,  which options became  exercisable in February 1996 and remain
exercisable  until  February  2001.  In January  1997,  in  connection  with the
extension of their respective consulting agreements,  each of Messrs. Rubenstein
and Oxenhorn were granted  options to purchase  25,000 shares of Common Stock at
an  exercise  price of $9.00 per share.  These  options  became  exercisable  in
February 1997 and remain  exercisable  until February 2002. In January 1998, the
Company  reduced the  exercise  prices of all of the options  granted to Messrs.
Rubenstein and Oxenhorn to $6.563 per share. See "--Option Repricing."

         In July 1997, the Company entered into a one-year consulting  agreement
with Penn Merchant,  pursuant to which Penn Merchant agreed to provide financial
public  relations  consulting  services to the  Company.  In  consideration  for
providing  such services,  the Company  agreed to pay Penn Merchant  $25,000 per
month and to issue  warrants to purchase  100,000  shares of Common  Stock at an
exercise price of $7.00 per share.  Such options are currently  exercisable  and
will remain exercisable until January 2001.

         In September 1997, the Company amended the employment agreement of Gary
Wasserson,  the Company's former Chief Executive Officer,  pursuant to which Mr.
Wasserson  agreed to serve as the Company's Chief  Executive  Officer only until
December  31, 1997 and then to be engaged as a  consultant  until  December  31,
1998. In  consideration  thereof,  the Company  agreed to (i) pay Mr.  Wasserson
$150,000  in equal  monthly  installments  during the  consulting  period,  (ii)
forgive $100,000 of debt owed by Mr. Wasserson so long as Mr. Wasserson does not
violate the terms of the agreement and (iii) granted him immediately exercisable
options to purchase  50,000  shares of Common  Stock until  November  2002 at an
exercise price of $6.4375 per share.

         In  January  1998,  the  Company  entered  into a  one-year  consulting
agreement  with JEB Partners,  pursuant to which JEB Partners  agreed to provide
investor  relations  consulting  services to the Company.  In consideration  for
providing  such services,  the Company agreed to issue JEB Partners  warrants to
purchase 60,000 shares of Common Stock at an exercise price of $6.125 per share.
Such options are currently exercisable and will remain exercisable until January
2003.


                                       10

<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of April 1, 1998,
with respect to (i) those persons or groups known to the Company to beneficially
own more than 5% of the outstanding  shares of Common Stock,  (ii) each director
of the Company,  (iii) each Named  Executive  Officer and (iv) all directors and
executive  officers as a group. The information is determined in accordance with
Rule 13d-3 promulgated  under the Exchange Act based upon information  furnished
by the persons listed or contained in filings made by them with the  Commission.
Unless  otherwise  indicated,  each  person  in the table  has sole  voting  and
investment power as to the shares shown.


                                                        Shares
                                                     Beneficially
Name and Address of Beneficial Owner                    Owned(1)     Percent
------------------------------------                  ----------     -------
Shelly Finkel.....................................    369,246(2)      6.0%
      c/o Shelly Finkel Management, Inc.
      60 East 42nd Street, Suite 464
      New York, New York 10165

Robert Bogin......................................     53,334(3)        *
      c/o Global Telecommunication Solutions, Inc.
      5697 Rising Sun Avenue
      Philadelphia, Pennsylvania 19120

Randolph Cherkas..................................    433,387          7.2%
      c/o Global Telecommunication Solutions, Inc.
      5697 Rising Sun Avenue
      Philadelphia, Pennsylvania 19120

Gary J. Wasserson.................................    126,843(4)       2.1%
      534 Righters Mill Road
      Penn Valley, Pennsylvania 19072

Alan W. Kaufman...................................     16,670(5)        *
      1150 Park Avenue #9A
      New York, New York 10177

Jack N. Tobin.....................................     10,001(6)        *
      7759 Highlands Circle
      Margate, Florida 33063

Donald L. Ptalis..................................     15,766(7)        *
      16 Ross Avenue
      Emerson, New Jersey 07630

J. Mark Rubenstein................................    401,284          6.7%
      c/o Global Telecommunication Solutions, Inc.
      5697 Rising Sun Avenue
      Philadelphia, Pennsylvania 19120

Cory Eisner.......................................     23,168(8)        *
      c/o Global Telecommunication Solutions, Inc.
      2 Expressway Plaza
      Roslyn Heights, New York 11577

David S. Tobin....................................     61,248(9)       1.0%
      c/o Global Telecommunication Solutions, Inc.
      5697 Rising Sun Avenue
      Philadelphia, Pennsylvania 19120

                                       11

<PAGE>



                                                      Shares
                                                   Beneficially
Name and Address of Beneficial Owner                  Owned(1)     Percent
------------------------------------                ----------     -------
Barry Rubenstein...............................   1,464,780(10)     21.7%
      68 Wheatley Road
      Brookville, New York 11545

Wheatley Partners LLC..........................     916,667(11)     13.9%
      80 Cuttermill Road
      Great Neck, New York 11021

All executive officers and directors as a group
      (10 persons).............................   1,384,104(12)     22.0%

-----------------------------------

*        Less than 1%.

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be  acquired  by such  person  within 60 days from the date of this
         Report  upon  the   exercise  of  options,   warrants  or   convertible
         securities.  Each beneficial owner's percentage ownership is determined
         by assuming that convertible  securities,  options or warrants that are
         held by such person (but not those held by any other  person) and which
         are  exercisable  within 60 days of the date of this  Report  have been
         exercised.  Unless  otherwise  noted,  the  Company  believes  that all
         persons named in the table have sole voting and  investment  power with
         respect to all shares of Common Stock beneficially owned by them.

(2)      Includes (i) 16,667  shares of Common Stock  underlying  December  1996
         Warrants,  (ii) 73,334 shares of Common Stock issuable upon exercise of
         currently  exercisable  options and (iii) an aggregate of 30,873 shares
         of Common Stock  underlying  Public  Warrants.  Does not include 50,000
         shares of Common Stock  issuable  upon exercise of options which become
         exercisable in January 1999.

(3)      Represents  shares of Common  Stock  underlying  currently  exercisable
         options.  Does not include  50,000  shares of Common  Stock  underlying
         options which become exercisable in July 1998.

(4)      Represents 70,175 shares of Common Stock which are owned jointly by Mr.
         Wasserson  and his spouse and 56,668  shares of Common  Stock  issuable
         upon exercise of currently exercisable options.

(5)      Includes 1,667 shares of  Common Stock  underlying  Public Warrants and
         13,334 shares of Common Stock issuable upon exercise of currently 
         exercisable options.

(6)      Represents shares of Common Stock issuable upon  exercise of  currently
         exercisable options.

(7)      Includes  5,398  shares of Common Stock  issuable  upon  conversion  of
         $50,000  principal  amount of  Convertible  Debentures,  127  shares of
         Common Stock  issuable upon  exercise of warrants  issued in connection
         with the  Convertible  Debentures  and  10,001  shares of Common  Stock
         issuable upon exercise of currently exercisable options.

(8)      Includes  334 shares of Common  Stock  underlying  Public  Warrants and
         22,502 shares of Common Stock  issuable upon exercise of options.  Does
         not include 17,499 shares of Common Stock  underlying  options,  833 of
         which vest in  October  1998,  8,333 of which vest in January  1999 and
         8,333 of which vest in January 2000.

(9)      Represents  shares of Common  Stock  underlying  currently  exercisable
         options.  Does not include  43,055  shares of Common  Stock  underlying
         options,  37,500 of which vest in January 1999, and 5,555 of which vest
         in February 1999.

                                       12

<PAGE>



(10)     Includes  10,334  shares of Common Stock owned by The Marilyn and Barry
         Rubenstein Family  Foundation,  a tax exempt  organization of which Mr.
         Rubenstein  is a trustee,  and 26,667  shares of Common  Stock owned by
         Marilyn Rubenstein,  Mr. Rubenstein's  spouse. Mr. Rubenstein disclaims
         beneficial  ownership  over all of such shares.  Also includes  151,667
         shares of  Common  Stock  (including  13,334  shares  of  Common  Stock
         underlying Public Warrants and 66,667 shares  underlying  December 1996
         Warrants) owned by Woodland Partners, a New York general partnership of
         which Mr.  Rubenstein  is a partner.  Also includes  108,334  shares of
         Common  Stock  (including  33,334  shares  of Common  Stock  underlying
         December 1996 Warrants) owned by the Woodland  Venture Fund, a New York
         limited partnership of which Mr. Rubenstein is a general partner.  Also
         includes  33,334  shares  of  Common  Stock  underlying  December  1996
         Warrants owned by Seneca  Ventures,  a New York limited  partnership of
         which Mr.  Rubenstein is a general  partner.  Also includes 313,333 and
         20,000 shares of Common Stock  underlying  December 1996 Warrants owned
         by Wheatley and Wheatley Foreign,  respectively.  Also includes 235,000
         and 15,000 shares of Common Stock  underlying  Public Warrants owned by
         Wheatley and Wheatley Foreign, respectively. Mr. Rubenstein is a member
         and  officer of Wheatley  Partners  LLC, a Delaware  limited  liability
         company  which is the general  partner of Wheatley,  and also a general
         partner  of  Wheatley  Foreign.  Mr.  Rubenstein  disclaims  beneficial
         ownership  of the  securities  owned  by  Woodland  Partners,  Woodland
         Venture Fund, Seneca Ventures,  Wheatley and Wheatley Foreign except to
         the extent of his equity interest therein.  Also includes 10,000 shares
         of Common Stock owned by the  Rubenstein  Family LP, a New York limited
         partnership of which Mr. Rubenstein is a general partner. Also includes
         68,057 shares of Common Stock owned  individually by Barry  Rubenstein,
         63,333 shares of Common Stock held in his IRA Rollover account,  18,057
         shares of Common Stock  underlying  Public  Warrants and 58,334  shares
         issuable  upon  exercise  of currently  exercisable  options.  Does not
         include  50,000 shares of Common Stock underlying  options which become
         exercisable in September 1998.

(11)     Includes 313,333 and 20,000 shares of Common Stock underlying  December
         1996  Warrants  owned by Wheatley and Wheatley  Foreign,  respectively.
         Also  includes  235,000 and 15,000  shares of Common  Stock  underlying
         Public Warrants owned by Wheatley and Wheatley  Foreign,  respectively.
         Such  entities  are  controlled  by Wheatley  Partners  LLC, a Delaware
         limited  liability company which is the general partner of Wheatley and
         a general  partner of Wheatley  Foreign.  The  members and  officers of
         Wheatley  Partners  LLC  are  Barry  Rubenstein,  Irwin  Lieber,  Barry
         Fingerhut, Seth Lieber, Jonathan Lieber and Matthew Smith.

(12)     Includes  those  shares of Common  Stock  deemed to be  included in the
         respective beneficial ownership of Messrs. Finkel, Bogin, Kaufman, Jack
         Tobin, Ptalis, Eisner and David Tobin as described in notes 2, 3, 5, 6,
         7, 8 and 9  above.  Also  includes  shares  of  Common  Stock  owned by
         Randolph Cherkas and J. Mark Rubenstein, directors of the Company. Does
         not include 25,000 shares of Common Stock underlying options granted to
         Michael Hoppman, the Company's Chief Financial Officer, 10,000 of which
         vest in each of August  1998 and 1999 and 5,000 of which vest in August
         2000.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General

         In March 1994, Gary J. Wasserson  purchased all of his shares of common
stock of Global Link with a promissory note in the aggregate principal amount of
$100,000  bearing  interest at a rate of five  percent per annum.  Although  the
promissory  note  became due and  payable on March 31, 1997 (on which date there
was $15,000 of accrued and unpaid interest on the note),  the Board of Directors
extended the payment of such note until March 31, 1998.  However,  in connection
with the amendment to Mr.  Wasserson's  employment  agreement in September 1997,
the Company agreed to forgive this debt so long as he does not violate the terms
of the amendment. See "Executive Compensation--Consultants."

         In February 1995, the Company entered into  consulting  agreements with
each of Barry Rubenstein and Eli Oxenhorn,  which were extended in January 1997.
See "Executive Compensation--Consultants."

         The principal  executive  offices of the Company are leased from JilJac
Realty Company, a general partnership owned by Gary J. Wasserson,  the Company's
former Chief Executive Officer and currently a consultant to the Company.

                                       13

<PAGE>



         In February  1996, the Company and two groups of  stockholders  entered
into a voting agreement, pursuant to which, until February 28, 1999, the Company
is obligated to nominate four persons  designated  by one group of  stockholders
and three persons  appointed by a second group of  stockholders  for election to
the Board of Directors  at the various  stockholders  meetings,  so long as each
group of stockholders continues to hold an aggregate of 183,334 shares of Common
Stock.  Further,  these two groups of  stockholders  have agreed to vote for the
other  group's  designees as directors  of the Company.  See "--The  Global Link
Merger."

         In May 1996, the Company  consummated  the May 1996 Private  Placement.
Among  the  purchasers  in  the  May  1996  Private  Placement  were  a  limited
partnership in which Mr. Barry  Rubenstein is a general partner (which purchased
6,667 shares of Common Stock and May 1996 Warrants to purchase  13,334 shares of
Common Stock) and Mr.  Oxenhorn (who purchased  6,667 shares of Common Stock and
May 1996 Warrants to purchase 13,334 shares of Common Stock).

         In December  1996,  the Company  consummated  the December 1996 Private
Placement.  Among the  purchasers  in the December 1996 Private  Placement  were
Shelly Finkel,  Chairman of the Board of the Company (who  purchased  $50,000 of
December 1996 Notes and 16,667 December 1996 Warrants), and limited partnerships
in which Mr.  Rubenstein is either a general partner or an officer and member of
a  limited  liability  company  that  is  a  general  partner  (which  purchased
$2,400,000 of December 1996 Notes and 800,000 December 1996 Warrants).

         In March 1997,  the Company  entered into an agreement  with  Wheatley,
pursuant to which  Wheatley  agreed that if the Company  does not  consummate  a
financing  resulting in gross proceeds to the Company of at least  $2,500,000 by
June 1, 1997, then Wheatley and Wheatley  Foreign would exercise an aggregate of
at least  333,334  of the  December  1996  Warrants  that they  received  in the
December 1996 Private Placement,  which would result in the Company's receipt of
gross proceeds of at least $2,500,000. In April 1997, the Company requested that
Wheatley and Wheatley  Foreign  exercise 333,334 December 1996 Warrants prior to
June 1, 1997 and, in  consideration  of such  exercise,  the  Company  issued to
Wheatley  and  Wheatley  Foreign  Public  Warrants to purchase an  aggregate  of
250,000 shares of Common Stock.

         In April 1998, limited  partnerships  in  which Mr. Barry Rubenstein is
either a general partner or an officer and member of a limited liability company
that is a general  partner agreed to allow the Company to defer  repayment of an
aggregate of $2,400,000 of the December 1996 Notes from November 1998 to January
1999.

         In  April  1998,  in  connection  with  introducing  the Company to the
investor making the 2,000,000 Commitment, the Company granted to each of Messrs.
Barry  Rubenstein and Eli Oxenhorn  options to purchase  50,000 shares of Common
Stock at an exercise price of $7.125 per share.  The options become  exercisable
in September 1998 and will remain  exercisable  until April 1, 2003. 

         The Company  believes that each of the foregoing  transactions  were on
terms no less favorable to the Company than those which could have been obtained
from unaffiliated  third parties.  The terms of the foregoing  transactions were
determined  without arms' length  negotiations  and could  create,  or appear to
create, potential conflicts of interest which may not necessarily be resolved in
the Company's favor.  All future  transactions and loans between the Company and
its officers,  directors and principal  stockholders or their affiliates will be
on terms no less  favorable  than  could be  obtained  from  unaffiliated  third
parties and will be approved by a majority of the then  disinterested  directors
of the Company.

The Global Link Merger

         On January 18, 1996,  the Company,  Link  Acquisition  Corp.,  a wholly
owned  subsidiary  of the Company  ("Merger  Sub"),  and Global Link executed an
Agreement and Plan of Merger (the "Merger Agreement"),  pursuant to which Merger
Sub was merged with and into  Global Link and Global Link became a wholly  owned
subsidiary of the Company.  The Global Link Merger was  consummated  on February
29,  1996 (the  "Merger  Date").  The  purchase  price paid for Global  Link was
approximately $11,400,000, and the assumption of liabilities.

         In connection with the Global Link Merger,  the Company agreed to issue
to the holders of Global  Link's common stock (the "Global Link  Shares"),  upon
surrender of such shares, an aggregate of 572,773 shares of the Company's Common
Stock.  Outstanding  options to purchase  an  aggregate  of 145,000  Global Link
Shares were  automatically  converted into the right to purchase an aggregate of
36,645 shares of Common Stock.

         In addition,  the holders of $2,800,000  aggregate  principal amount of
Convertible  Debentures executed a securities  purchase  agreement,  pursuant to
which such  holders  consented  to  the  Global Link  Merger  and waived certain

                                       14

<PAGE>



rights. $1,400,000 of the Convertible Debentures are due and payable on June 23,
1999  and  $1,400,000  of the  Convertible  Debentures  are due and  payable  on
September 14, 1999.  The  Convertible  Debentures are secured by a first lien on
all assets of Global Link. The  Convertible  Debentures  bear interest at 6% per
annum,  payable on May 31st and November 30th of each year. At the option of the
holders,  the  Convertible  Debentures  are  immediately  due and payable upon a
change in control of Global  Link.  The  Company has  guaranteed  the payment of
principal  and interest  owed under the  Convertible  Debentures.  The principal
amount of the Convertible Debentures is convertible at the option of the holders
at any  time  into  shares  of  Common  Stock  (the  "Conversion  Shares")  at a
conversion  price of $9.264 per share.  The Company may force the  conversion of
the  Convertible  Debentures  if (i) the Company has  received  aggregate  gross
proceeds of not less than $5,000,000  from certain private  placements or public
offerings  of its  securities  at a price  equal to or greater  than  $12.00 per
share; (ii) the Conversion  Shares are the subject of an effective  registration
statement  under the  Securities Act or are eligible for sale under an exemption
therefrom; (iii) the Common Stock is traded on a national securities exchange or
quoted on Nasdaq;  (iv) the price of the Common  Stock has been at least  $10.50
for 30 days prior to the  consummation  of the offering  referred to in (i); and
(v) the lock-up agreements of the Convertible  Debenture holders are terminated.
Global Link may prepay the Convertible Debentures, subject to the holders' right
of conversion,  if the Conversion Shares are registered under the Securities Act
or an exemption therefrom is available, the Common Stock is listed on a national
securities  exchange  or quoted  on Nasdaq  and the  lock-up  agreements  of the
holders of the Convertible Debentures are terminated.

         On the Merger Date,  the Company  entered into an employment  agreement
with each of Gary J. Wasserson and David S. Tobin,  who were the Chief Executive
Officer and General Counsel,  respectively,  of Global Link, and then became the
Chief  Executive  Officer and  General  Counsel and  Secretary  of the  Company,
respectively.   See   "Executive   Compensation--Employment    Agreements"   and
"--Consultants."

         In connection with the Global Link Merger, a group consisting of Shelly
Finkel, James Koplik, Paul Silverstein and Joseph Clark (collectively,  the "GTS
Major  Stockholders"),  who hold an aggregate of 398,580 shares of Common Stock,
and another group  consisting of Gary J. Wasserson,  Jody Frank,  Bernard Frank,
Edward  Marx,  Joel D.  Hornstein  and  members  of their  respective  immediate
families  (collectively,  the  "Global  Link Major  Stockholders"),  who hold an
aggregate of 194,375  shares of Common Stock,  entered into a voting  agreement,
pursuant to which the Company  agreed to  nominate  and use its best  efforts to
have elected to its Board of Directors and the Board of Directors of Global Link
three  designees  ("Global  Link  Designees")  selected by the Global Link Major
Stockholders  and four  designees  ("GTS  Designees")  selected by the GTS Major
Stockholders.  Paul  Silverstein  and Joseph Clark have given Shelly  Finkel the
right to  select  the GTS  Designees  on  their  behalf.  Each of the GTS  Major
Stockholders  agreed to vote all of his shares of Common  Stock for the election
of each of the three  Global  Link  Designees  and each of the Global Link Major
Stockholders  agreed  to vote all of his  shares  of  Common  Stock  for the GTS
Designees. The term of the voting agreement expires on February 28, 1999.

The NATW Merger

         On February 6, 1998, the Company,  Networks Acquisition Corp., a wholly
owned  subsidiary of the Company,  NATW,  Randolph Cherkas and Gary Liguori (the
"Stockholders")   executed  a  Merger  and  Reorganization   Agreement  ("Merger
Agreement"),   pursuant  to  which  NATW  was  merged  with  and  into  Networks
Acquisition Corp. On February 10, 1998 ("Closing Date"), a Certificate of Merger
was filed with the Secretary of State of the State of New Jersey.

         The Company paid a purchase price  comprised of (i) $2,000,000 in cash,
(ii) an aggregate  of 505,618  shares of Common  Stock and (iii)  $1,000,000  of
promissory notes ("NATW Notes"),  secured by substantially  all of the assets of
NATW. The NATW Notes accrue interest at the rate of 6% per annum and are payable
as follows:  (i) one-half of principal and interest  accrued thereon on November
1, 1998 and (ii) four equal payments of $125,000, plus interest accrued thereon,
on April 1,  1999,  July 1,  1999,  October  1, 1999 and  January  1,  2000.  In
addition,  the  Company  may be  required  to pay an  additional  $2,000,000  in
consideration  to one of the  Stockholders if certain  financial  objectives are
achieved.  Subsequent  to the NATW  Merger,  this  Stockholder  agreed  to defer
$500,000  payable in 1998 if such  objectives  are achieved to January 1999. The
Stockholders also agreed to defer $500,000  originally payable in 1998 under the
NATW Notes to January 1999.

         On the Closing Date, the Company  entered into an employment  agreement
with Mr.  Cherkas,  the  President of NATW,  who was appointed  Chief  Operating
Officer of the Company. The employment agreement is for a term

                                       15

<PAGE>



through  December 31, 2000.  Mr.  Cherkas is to receive an annual base salary of
$180,000, subject to annual increases and bonuses as the Board of Directors may,
in its  discretion,  determine.  Additionally,  the  Company has  appointed  Mr.
Cherkas to serve as a member of the Board of  Directors  and agreed to  nominate
him for membership thereafter at each annual meeting of stockholders for so long
as he remains an executive officer of the Company.

         On the Closing Date, the Company  entered into an employment  agreement
with Mr. Liguori,  the Vice President of NATW, who was appointed the Director of
Wholesale Sales of the Company.  The employment  agreement is for a term through
December 31, 2000.  Mr.  Liguori is to receive an annual base salary of $80,000,
subject to annual  increases  as the Board of Directors  in its  discretion  may
determine.  Additionally,  Mr.  Liguori  and the Chief  Operating  Officer  will
mutually determine a bonus plan for Mr. Liguori within 30 days after the Closing
Date.

         Pursuant  to the Merger  Agreement,  the Company  granted  "piggy-back"
registration  rights to the Stockholders.  Notwithstanding  the foregoing,  each
stockholder  receiving any shares of Common Stock executed a "lock-up" agreement
(i)  prohibiting  his sale of such  shares  for a period  of one year  after the
Closing  Date and (ii)  limiting  the number of shares he can sell to 25% of the
shares of Common Stock  acquired in  connection  with the NATW Merger during any
calendar quarter during the one year period thereafter.

The CCI Merger

         On February 6, 1998, the Company, CCI Acquisition Corp., a wholly-owned
subsidiary  of the  Company , CCI and J. Mark  Rubenstein  executed a Merger and
Reorganization Agreement ("Merger Agreement"),  pursuant to which CCI was merged
with and into CCI Acquisition Corp. On February 6, 1998, a Certificate of Merger
was filed with the Secretary of State of the State of New Jersey.

         The Company paid a purchase price  comprised of (i) $1,500,000 in cash,
(ii) 401,284 shares of Common Stock and (iii) a $1,000,000 promissory note ("CCI
Note"),  secured by substantially all of the assets of CCI. The CCI Note accrues
interest  at the rate of 8% per annum and is payable as  follows:  (i)  $250,000
plus interest  accrued  thereon on October 31, 1998, (ii) $250,000 plus interest
accrued  thereon on January 1, 1999 and (iii) four equal  payments of  $125,000,
plus interest accrued thereon,  on April 1, 1999, July 1, 1999,  October 1, 1999
and January 1, 2000.  Subsequent  to the CCI Merger,  Mr.  Rubenstein  agreed to
defer  $250,000  originally  payable in 1998 under the CCI Note to January 1999.
Furthermore,  Mr.  Rubenstein  entered  into an  agreement  with Shelly  Finkel,
Chairman  of the Board of the  Company,  pursuant  to which Mr.  Rubenstein  was
granted  tag along  rights to sell his  shares of Common  Stock in the event Mr.
Finkel sells shares of Common Stock owned by him under certain circumstances.

         On the Closing Date, the Company  entered into an employment  agreement
with  Mr.  Rubenstein,  the  President  of  CCI,  who  was  appointed  the  Vice
President--Wholesale  Sales of the Company.  The  employment  agreement is for a
term through  December 2001. Mr.  Rubenstein is to receive an annual base salary
of $150,000,  subject to annual  increases and bonuses as the Board of Directors
of the Company  may, in its  discretion,  determine.  The Company also agreed to
appoint Mr.  Rubenstein  to serve on the Board of Directors  of CCI  Acquisition
Corp.  for so long as Mr.  Rubenstein  is  employed by the Company or any of its
affiliates.

         Pursuant  to  the  Merger  Agreement,  the  Company  agreed  to  file a
registration  statement  with the  Commission  to register  the shares of Common
Stock issued to Mr.  Rubenstein in  connection  with the CCI Merger on or before
November  1, 1998,  or to include all such  shares in a  registration  statement
which  has  been  filed  but not  declared  effective  if  allowable  under  the
Securities Act and the rules promulgated thereunder,  so that such shares may be
sold by Mr. Rubenstein. Additionally, the Company agreed to use its best efforts
to cause such registration  statement to be declared effective by the Commission
no later than January 31, 1999 and once declared effective, to keep it effective
until all  securities  registered  thereby  are either sold or can be sold under
Rule  144(k)  under the  Securities  Act.  Notwithstanding  the  foregoing,  Mr.
Rubenstein  executed a  "lock-up"  agreement  (i)  prohibiting  his sale of such
shares for a period of one year after the  Closing  Date and (ii)  limiting  the
number of such  shares  which he may sell in any  calendar  quarter  during  the
second year thereafter to 25% of the shares of Common Stock; provided,  however,
in the event Mr.  Rubenstein  fails to sell the complete 25% during any calendar
quarter,  he will be entitled to sell,  during the next  calendar  quarter,  the
lesser of the following percentage of the shares of Common Stock acquired by him
in the CCI Merger: (i) the sum of (A) 25% and (B) the difference between 25% and
that percentage sold during the immediately preceding calendar quarter; and (ii)
40%.

                                       16

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Dated:   April 29, 1998           GLOBAL TELECOMMUNICATION SOLUTIONS, INC.



                                  By:      /s/ Shelly Finkel
                                  -------------------------------------------
                                      Shelly Finkel, Chairman of the Board of
                                        Directors

     In accordance with Section 13 or 15(d) of the Exchange Act, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.



/s/ Shelly Finkel              Chairman of the Board           April 29, 1998
-----------------------------   of Directors
Shelly Finkel



/s/ Robert Bogin               President and Director          April 29, 1998
-----------------------------
Robert Bogin



                               Chief Operating Officer         April 29, 1998
-----------------------------   and Director
Randolph Cherkas



/s/ Alan W. Kaufman            Director                        April 29, 1998
-----------------------------
Alan W. Kaufman



/s/ Jack N. Tobin              Director                        April 29, 1998
-----------------------------
Jack N. Tobin



/s/ Donald L. Ptalis           Director                        April 29, 1998
----------------------------
Donald L. Ptalis



/s/ J. Mark Rubenstein         Director                        April 29, 1998
----------------------------
J. Mark Rubenstein



/s/ Michael Hoppman           Chief Financial Officer         April 29, 1998
----------------------------   (and principal accounting 
Michael Hoppman                 officer)