SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB
(Mark One)

|X|      QUARTERLY REPORT UNDER SECTION 13 OR 14(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

                 For the Quarterly period ended October 31, 2000

                                       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 0-21913

                            GROUP LONG DISTANCE, INC.
                 (Name of Small Business Issuer in Its Charter)

                  Florida                           65-0213198
        (State or Other Jurisdiction of           (I.R.S. Employer
        Incorporation or Organization)            Identification No.)

                     400 E. Atlantic Boulevard, First Floor
                             Pompano Beach, FL 33060
                    (Address of Principal Executive Offices)

                                 (954) 788-7871
                (Issuer's Telephone Number, Including Area Code)

Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

The number of shares of Common Stock, no par value, outstanding as of December
20, 2000 was 3,500,402.

Transitional Small Business Disclosure Format (check one):    Yes |_|     No |X|


<PAGE>


                   GROUP LONG DISTANCE, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                     Page
                                                                                                                    Number
                                                                                                                    ------
<S>                                                                                                                   <C>
PART I.      FINANCIAL INFORMATION

             Item 1.    Financial Statements

                        Consolidated Balance Sheets as of October 31, 2000 (Unaudited) and April 30,
                        2000........................................................................................   1

                        Unaudited Consolidated Statements of Operations for the Six months ended and
                        Three months Ended October 31, 2000 and 1999................................................   2

                        Unaudited Consolidated Statements of Cash Flows for the Six months ended
                        October 31, 2000 and 1999...................................................................   3

                        Notes to Consolidated Financial Statements..................................................   4

             Item 2.    Management's Discussion and Analysis........................................................   6

PART II.     OTHER INFORMATION

             Item 6.    Exhibits, List and Reports on Form 8-K......................................................   9

                              SIGNATURES............................................................................  10
</TABLE>



<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

                   GROUP LONG DISTANCE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                 October 31, 2000 (Unaudited) and April 30, 2000
<TABLE>
<CAPTION>
                                                             October 31,    April 30,
                                                                2000          2000
                                                            -----------    -----------
                                                             (Unaudited)
<S>                                                         <C>            <C>
Current assets
Cash                                                        $ 2,364,782    $ 2,240,267
Accounts receivable less allowance for doubtful
accounts of $142,000 and $259,000 at October 31, 2000 and
April 30, 2000, respectively                                    189,436        392,783
Prepaid expenses and other current assets                        16,959         36,000
Deferred tax asset - current                                     67,700         97,448
                                                            -----------    -----------
               Total current assets                           2,638,877      2,766,498
                                                            -----------    -----------
Property and equipment, net                                       3,644          5,879
Note receivable                                                 950,000        950,000
Deferred tax asset                                              212,060        213,312
                                                            -----------    -----------
               Total assets                                 $ 3,804,581    $ 3,935,689
                                                            ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                                            $   576,066    $   595,334
Volume shortfall charge payable, net                            213,889        397,222
Income taxes payable                                            141,058        539,824
Accrued expenses and other liabilities                          176,421        102,630
                                                            -----------    -----------
               Total current liabilities                      1,107,434      1,635,010
                                                            -----------    -----------
Stockholders' equity
Preferred stock, no par value, 2,000,000 shares
authorized; no shares issued and outstanding                         --             --
Common stock, no par value, 12,000,000 shares
authorized; 3,500,402 shares issued and
outstanding as of October 31, 2000 and April 30, 2000                --             --
Additional paid-in capital                                    5,913,988      5,913,988
Accumulated deficit                                          (3,216,841)    (3,613,309)
                                                            -----------    -----------

               Total stockholders' equity                     2,697,147      2,300,679
                                                            -----------    -----------

               Total liabilities and stockholders' equity   $ 3,804,581    $ 3,935,689
                                                            ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements

                                        1
<PAGE>
                   GROUP LONG DISTANCE, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                    For the Six Months and Three Months Ended
                            October 31, 2000 and 1999
<TABLE>
<CAPTION>

                                                      Six Months              Three Months
                                                   Ended October 31,        Ended October 31,
                                               -----------------------   -----------------------
                                                  2000         1999         2000        1999
                                               ----------   ----------   ----------   ----------

<S>                                            <C>          <C>          <C>          <C>
Sales ......................................   $2,441,244   $6,426,618   $1,078,813   $2,938,307
Cost of Sales ..............................    1,304,184    3,234,405      619,070    1,434,411
                                               ----------   ----------   ----------   ----------

Gross Profit ...............................    1,137,060    3,192,213      459,743    1,503,896
Selling, general and administrative expenses      592,573    1,141,279      242,970      912,049
Depreciation and amortization ..............        2,500       13,168        1,300        5,068
                                               ----------   ----------   ----------   ----------

Income from operations .....................      541,987    2,037,766      215,473      586,779
Interest income, net .......................       97,481       14,886       42,064       10,488
                                               ----------   ----------   ----------   ----------

Income before income taxes .................      639,468    2,052,652      257,537      597,267
Income tax expense .........................     243, 000      700,000       99,000      200,000
                                               ----------   ----------   ----------   ----------

Net income .................................   $  396,468   $1,352,652   $  158,537   $  397,267
                                               ----------   ----------   ----------   ----------

Net income per common share--basic .........   $     0.11   $     0.39   $     0.05   $     0.11
                                               ==========   ==========   ==========   ==========

Net income per common share--diluted .......   $     0.11   $     0.39   $     0.05   $     0.11
                                               ==========   ==========   ==========   ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        2


<PAGE>
                   GROUP LONG DISTANCE, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Six months ended October 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                                 October 31,
                                                                         --------------------------
                                                                            2000           1999
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Cash flows from operating activities
Net income ...........................................................   $   396,468    $ 1,352,652
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization ........................................         2,500         13,168
Provision for bad debts ..............................................        81,434        319,398
Changes in assets and liabilities
         Decrease in accounts receivable .............................       121,913        155,897
         Decrease in deferred tax asset ..............................        31,000             --
         Decrease in prepaid expenses and other current assets .......        19,041             --
         Increase in balance owed from carrier .......................            --     (1,663,066)

         Decrease in volume shortfall charge payable .................      (183,333)      (407,738)

         Decrease in accounts payable ................................       (19,268)       (84,169)
         Increase (decrease) in accrued expenses and other liabilities        73,791       (151,453)

         (Decrease) increase in income taxes payable .................      (398,766)       700,000
                                                                         -----------    -----------

            Net cash provided by operating activities ................       124,780        234,689
                                                                         -----------    -----------
Cash flows from investing activities

Acquisitions of property and equipment ...............................          (265)            --
                                                                         -----------    -----------

            Net cash used in investing activities ....................          (265)            --
                                                                         -----------    -----------
Cash flows from financing activities

Principal repayments of long-term debt ...............................            --             --
                                                                         -----------    -----------

            Net cash used in financing activities ....................            --             --
                                                                         -----------    -----------


Net increase in cash .................................................       124,515        234,689
Cash at beginning of year ............................................     2,240,267        502,946
                                                                         -----------    -----------

Cash at end of period ................................................   $ 2,364,782    $   737,635
                                                                         ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        3

<PAGE>


                   GROUP LONG DISTANCE, INC. AND SUBSIDIARIES

              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included.
Operating results for the six months ended October 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending April 30,
2001.

         The balance sheet at April 30, 2000 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the audited financial
statements and footnotes thereto included in the Form 10-KSB filed by the
Company for the year ended April 30, 2000.

NOTE B--FORMATION AND OPERATIONS OF THE COMPANY

         Group Long Distance, Inc. (the "Company") is a non-facilities-based
reseller of long distance telecommunications services to small and medium-sized
commercial customers and residential subscribers. The Company utilizes special
network service contracts through major national long-distance
telecommunications carriers to provide its customers with products and services
which include basic "1 plus" and "800" long distance services. The Company was
incorporated under the laws of Florida in September 1995 by ITC Integrated
System, Inc. ("ITC"), an unaffiliated third party, under the name Second ITC
Corporation ("Second ITC") as the successor to the business of Group Long
Distance, Inc. ("GLD"), which was incorporated under the laws of Florida in July
1990. In November 1995, GLD was merged into Second ITC and Second ITC
simultaneously changed its name to Group Long Distance, Inc. Unless otherwise
indicated, all references to the Company include GLD, the Company's predecessor,
and the Company's wholly owned subsidiaries. These subsidiaries include Eastern
Telecommunications Incorporated ("ETI"), Adventures-in-Telecom ("AIT") and Gulf
Communications Services, Inc ("GULF").

         As a non-facilities based reseller of long distance telecommunications
services, the Company utilizes service contracts to provide its customers with
switched services to long distance telecommunications networks. The Company does
not own or operate any primary transmission facilities. All of the Company's
products and services are currently provided for by long distance carriers and
regional and local telephone companies. The Company entered into agreements with
TALK.com ("TALK"), formerly Tel-Save, Inc., a nationwide provider of
telecommunications services to purchase long distance telephone service at
discounted bulk rates. The Company then resells these discounted services to
customers, at rates lower than rates the Company's customers are able to obtain
for themselves due to small call volume. The Company then provisions the
customer onto the carriers' networks, which provide the actual transmission
service. The Company does not own or lease any telephone equipment at the
customer's premises, nor does it provide telephone cabling or installation
services. The customer still maintains its own existing telephone numbers, and
all changes in service are done by the local or interexchange carriers. The
customers incur no expense in making the decision to switch to the service of
the Company.

NOTE C-- SALE OF CUSTOMER BASE

         The Company entered into an Asset Purchase Agreement with a wholly
owned subsidiary of Quentra Networks, Inc ("Quentra")(formerly Coyote Network
Systems, Inc.) on April 30, 2000. Pursuant to the Asset Purchase Agreement, the
Company sold to a wholly owned subsidiary of Quentra, a customer base which
included certain of the Company's customers under a series of related sites. The
purchase price for this transaction was $1 million, payable $50,000 in cash and
a note of $950,000 due at April 30, 2002 at an annual interest rate of 8%.
Interest is payable monthly. The Note is secured by the assets sold. In
addition, the Company entered into a Service Agreement with the wholly owned
subsidiary of Quentra.

         On December 15, 2000, Quentra announced that it had filed for
bankruptcy protection. There exists the possibility that Quentra or its
subsidiary will be unable to meet its obligations under the Asset Purchase
Agreement. No account has been taken of this circumstance in the current quarter
ended October 31, 2000 and no adjustment made in the books of the Company. The
possibility exists that the Company may be required to take a charge against its
income in its third fiscal quarter and or in subsequent quarters; however,
management at this time is unable to determine the extent of any possible
charge. Management intends to closely monitor the situation

                                        4

<PAGE>

                   GROUP LONG DISTANCE, INC. AND SUBSIDIARIES

       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)




NOTE D--SUBSEQUENT EVENT - TERMINATION OF AGREEMENT AND PLAN OF MERGER

         On May 1, 2000, the Company executed an Agreement and Plan of Merger
with Quentra. The Agreement and Plan of Merger contemplated a merger between a
wholly-owned subsidiary of Quentra and the Company. On July 31, 2000, a First
Amendment to the Agreement and Plan of Merger was executed. As a result of the
transactions, among other things, Quentra would have acquired all of the assets
and business of the Company, and the Company's shareholders would have received
a number of shares of Quentra Common Stock determined pursuant to a formula.
Provided the merger closed, it was anticipated that the Company's shareholders
would have received not less than 562,500 shares of Quentra Common Stock, nor
more than 1,218,750 shares of Quentra Common Stock. The formula was based on the
price of the Quentra Common Stock during each of the five trading days
immediately prior to closing. If the price of the Quentra Common Stock closed at
less than $4 per share during each of the five trading days immediately prior to
closing, then either party, in its discretion, may have terminated the Agreement
and Plan of Merger.

         On December 14, 2000, the Company terminated the Agreement and Plan of
Merger with Quentra for violation of the terms contained therein. On December
15, 2000, Quentra announced that it had filed for bankruptcy protection.

         The Company continues to explore other strategic opportunities,
partnerships and business combinations.









                                        5

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion and analysis of significant factors affecting the
Company's operating results and liquidity and capital resources should be read
in conjunction with the accompanying financial statements and related notes.

This Report on Form 10-QSB contains forward-looking statements. Additional
written and oral forward-looking statements may be made by the Company from time
to time in Securities and Exchange Commission ("SEC") filings and otherwise. The
Company cautions readers that results predicted by forward-looking statements,
including, without limitation, those relating to the Company's future business
prospects, revenues, working capital, liquidity, capital needs, interest costs,
and income are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward-looking
statements. Some of these risks and factors are identified herein and from time
to time in the Company's filings with the SEC. Readers are cautioned that
forward-looking statements are not guarantees of future performance and that the
actual results may differ materially from those suggested or projected in
forward-looking statements. Accordingly, there can be no assurance that the
forward looking statements will occur, or that the results will not vary
significantly from those described in the forward-looking statements.

Overview

The Company is a long distance telecommunications provider. The Company utilizes
special network service contracts through major national long distance
telecommunications carriers to provide its customers with products and services
which include basic "1 plus" and "800" long distance services. As a
nonfacilities based reseller of long distance telecommunication services, the
Company utilizes service contracts to provide its customers with switched
services to long distance telecommunications networks. The Company is dependent
on TALK and numerous regional and local telephone companies to provide its
services and products. The Company's revenues are currently solely derived from
calls routed through TALK.

The Company is no longer conducting and has no plans to conduct any marketing
campaigns to attract new customers, since the Company has determined that it is
currently unable to both procure new customers, and achieve positive earnings
after amortization of acquisition costs for these new customers. This is due to
the competitive advantage held by facilities based carriers and Internet
marketing enterprises. Many of these services and products are marketed by
companies which are well established, have reputations for success in the
development and sale of services and products and have significantly greater
financial, marketing, distribution, personnel and other resources than the
Company. These resources permit such companies to implement extensive
advertising and promotional campaigns, both generally and in response to efforts
by additional competitors to enter into new markets and introduce new services
and products. Certain of these competitors, including AT&T, MCI, WorldCom and
Sprint and the Regional Bell Operating Companies, dominate the industry and have
the financial resources to enable them to withstand substantial price
competition which has continued to increase.

The Company's operating results continue to be affected by customer attrition
rates, particularly since the Company is no longer marketing its services. The
Company believes that a high level of customer attrition in the industry is
primarily a result of national advertising campaigns, telemarketing programs and
customer incentives provided by major competitors, as well as the termination of
service for non-payment. This is due to the competitive advantage held by
facilities based carriers and Internet marketing enterprises.

The Company entered into an Asset Purchase Agreement with a wholly owned
subsidiary of Quentra on April 30, 2000. Pursuant to the Asset Purchase
Agreement, the Company sold to a wholly owned subsidiary of Quentra, a customer
base which included certain of the Company's customers under a series of related
sites. On December 15, 2000, Quentra announced that it had filed for bankruptcy
protection. There exists the possibility that Quentra or its subsidiary will be
unable to meet its obligations under the Asset Purchase Agreement. No account
has been taken of this circumstance in the current quarter ended October 31,
2000 and no adjustment made in the books of the Company. The possibility exists
that the Company may be required to take a charge against its income in its
third fiscal quarter and or in subsequent quarters; however, management at this
time is unable to determine the extent of any possible charge. Management
intends to closely monitor the situation.

                                        6

<PAGE>

       Results of Operations

       The following table sets forth for the periods indicated the percentages
of total sales represented by certain items reflected in the Company's
consolidated statements of operations:

<TABLE>
<CAPTION>
                                                               Six Months Ended                Three Months Ended
                                                                 October 31,                        October 31,
                                                           ----------------------             -----------------------
                                                           2000              1999             2000               1999
                                                           ----              ----             ----               ----
<S>                                                        <C>               <C>              <C>                <C>
Sales..............................................        100%              100%             100%               100%
Cost of Sales......................................         53                50                57                49
Gross profit.......................................         47                50                43                51
Selling, general and administrative expense........         25                18                23                31
Depreciation and amortization expense..............          *                 *                 *                 *
Interest expense/income, net.......................          4                 *                 4                 *
Income before income taxes.........................         26                32                24                20
Income tax expense.................................         10                11                 9                 7
Net income.........................................         16                21                15                13
</TABLE>

-------------
*Less than 1 percent

Comparison of Six months ended October 31, 2000 to Six months ended October 31,
1999 and of Three months ended October 31, 2000 to Three months ended October
31, 1999.

Sales. The Company's sales were $2,441,244 for the six months ended October
31,2000, compared to $6,426,618 for the six months ended October 31,1999, a
decrease of $3,985,374 or 62%. The Company's sales were $1,078,813 for the three
months ended October 31, 2000, compared to $2,938,307 for the three months ended
October 31, 1999, a decrease of $1,859,494 or 63%. The decrease in sales was a
result of the sale of a customer base, ceasing all marketing activities and
normal attrition of the remaining customer base. Management believes that the
attrition of the customer base is normal for the industry. The Company has
determined that it is currently difficult to both procure new customers and
achieve positive earnings after amortization of acquisition costs for these new
customers. This is due to the competitive advantage held by facilities based
carriers and Internet marketing enterprises. Because the Company is not
currently marketing its products and services, and after taking into account the
sale of a customer base, the Company's revenues are likely to continue to
decline. The Company anticipates this trend to continue through the rest of the
fiscal year ending April 30, 2001, and thereafter. During the six months ended
October 31, 1999 the Company had revenues from this customer base of
approximately $1,023,000.

Cost of Sales. Cost of sales were $1,304,184 for the six months ended October
31,2000, compared to $3,234,405 for the six months ended October 31,1999, a
decrease of $1,930,221 or 60%. Cost of sales were $619,070 for the three months
ended October 31, 2000, compared to $1,434,411 for the three months ended
October 31, 1999, a decrease of $815,341 or 57%. As a percentage of sales, cost
of sales was 53% and 50% for the six months ended October 31,2000 and October
31,1999, respectively. As a percentage of sales, cost of sales was 57% and 49%
for the three months ended October 31,2000 and October 31,1999, respectively The
decrease in cost of sales between comparative periods was due to the decrease in
revenues as a result of customer attrition and the sale of a customer base. Cost
of sales are expected to further decline for the fiscal year ended April 30,
2001, and thereafter, as a result of the sale of a customer base. During the six
months ended October 31, 1999 the Company had cost of sales from this customer
base of approximately $712,000. The increase in the cost of sales as a
percentage of revenues for both the six months and three months ended October
31, 2000 was due to a price increase from the carrier. The Company has disputed
the correctness of the price increase and is in discussions with its carrier.
There however is no assurance that the matter will be resolved in the Company's
favor.

Gross Profit. Gross profit was $1,137,060 for the six months ended October
31,2000 compared to $3,192,213 for the six months ended October 31,1999, a
decrease of $2,055,153 or 64%. Gross profit was $459,743 for the three months
ended October 31, 2000 compared to $1,503,896 for the three months ended October
31, 1999, a decrease of $1,044,153 or 69%. As a percentage of sales, gross
profit was 47% and 50% for the six months ended October 31, 2000 and October 31,
1999, respectively. As a percentage of sales, gross profit was 43% and 51% for
the three months ended October 31,2000 and October 31,1999, respectively. The
decrease in gross margin between comparative periods was due to the decrease in
revenues as a result of customer attrition and the sale of a customer base. The
decrease in gross margin as a percentage of revenues for both the six months and
three months ended October 31, 2000 was due to a price increase from the
carrier. The Company has disputed the correctness of the price increase and is
in discussions with its carrier. There however is no assurance that the matter
will be resolved in the Company's favor.

                                        7

<PAGE>

Selling, General and Administrative Expense. Selling, general and administrative
expenses ("SG&A") were $592,573 for the six months ended October 31,2000
compared to $1,141,279 for the six months ended October 31,1999, a decrease of
$548,706 or 48%. SG&A were $242,970 for the three months ended October 31, 2000
compared to $912,049 for the three months ended October 31, 1999, a decrease of
$669,079 or 73%. This decrease in SG&A was due to the reduced sales volumes,
lower bad debt expense, and a reduction in operating expenses as compared to the
six months ended October 31,1999. SG&A expenses for the six months ended October
31, 1999 included two Severance Packages totaling $310,000 for Messrs. Dunne,
former President and Chief Executive Officer of the Company, and Russo, former
Chief Financial Officer of the Company. As a percentage of sales, SG&A for
the six months ended October 31,2000 and 1999 was approximately 25% and 18%,
respectively. As a percentage of sales, SG&A for the three months ended October
31,2000 and 1999 was approximately 23% and 31%, respectively.

Depreciation and Amortization Expense. Depreciation and amortization expense was
$2,500 for the six months ended October 31,2000 compared to $13,168 for the six
months ended October 31,1999, a decrease of $10,668 or 81%. Depreciation and
amortization expense was $1,300 for the three months ended October 31, 2000
compared to $5,068 for the three months ended October 31, 1999, a decrease of
$3,768 or 74%. As a percentage of sales, depreciation and amortization expense
was less than 1% for the six months and three months ended October 31,2000 and
October 31,1999, respectively.

Interest Income, Net. Interest income (net) for the six months ended October 31,
2000 was $97,481 compared to $14,886 for the six months ended October 31, 1999.
Interest income (net) for the three months ended October 31, 2000 was $42,064
compared to $10,488 for the three months ended October 31, 1999. The interest
income (net) for the six months and three months ended October 31, 2000 and
October 31,1999 was interest earned as a result of a positive cash balance.

Income Taxes. Income tax expense of $243,000 was provided for the six months
ended October 31,2000 compared to $700,000 for the six months ended October
31,1999. Income tax expense of $99,000 was provided for the three months ended
October 31, 2000 compared to $200,000 for the three months ended October 31,
1999. The decrease in the income tax expense for the six months ended October
31, 2000 was due to the decrease in revenues as a result of customer attrition
and the sale of a customer base.

Net Income. The Company had a net income of $396,468 or net income of $0.11 per
share, for the six months ended October 31,2000, as compared to net income of
$1,352,652 or $0.39 per share, for the six months ended October 31,1999. The
Company had a net income of $158,537, or net income of $0.05 per share, for the
three months ended October 31, 2000, as compared to net income of $397,267, or
$0.11 per share, for the three months ended October 31, 1999. The decrease in
net income for the six months and three months ended October 31, 2000 compared
to the previous periods was a direct result of lower sales, reduced gross
margins and lower operating expenses.

Earnings per Share. Basic shares were 3,500,402 for the six months and three
month periods ended October 31, 2000 and October 31,1999, respectively. Included
in diluted shares are common stock equivalents relating to options of 148,029
and 0 for the six months ended October 31, 2000 and October 31,1999,
respectively. Included in diluted shares are common stock equivalents relating
to options of 145,426 and 0 for the three months ended October 31, 2000 and
October 31,1999, respectively.

Liquidity and Capital Resources

         The Company's primary cash requirements have historically been to fund
the acquisition of customer bases and increased levels of accounts receivable,
which have required substantial working capital. The Company had historically
satisfied its working capital requirements principally through cash flow from
operations and borrowings from institutions and carriers. Currently the Company
has positive cash flow and cash resources to meet current levels of expenditure.

         At October 31, 2000, the Company had a working capital surplus of
$1,531, 443, as compared to a working capital surplus of $1,131,488 at April 30,
2000. The working capital surplus for the fiscal year was largely due to cash on
hand.

         Net cash provided by operating activities was $124,780 for the six
months ended October 31, 2000 as compared to net cash provided by operating
activities of $234,689 for the six months ended October 31, 1999. The net cash
provided by operating activities for the six months ended October 31, 2000 is
primarily attributable to net income from operating activities, offset by a
decrease in income taxes payable. The net cash provided by operating activities
for the six months ended October 31, 1999 is primarily attributable to net
income from operating activities, offset by an increase in the carrier
receivable owed by TALK to the Company.

         Net cash used in investing activities for the six months ended October
31, 2000 of $265 related to the purchase of furniture. No cash was used in
investing activities for the six months ended October 31, 1999.

         No cash was used in financing activities for the six months ended
October 31, 2000 and October 31,1999, respectively. At October 31, 2000, the
Company had cash of $2,364,782.

                                        8

<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number               Description Of Exhibits

3.1     --  Amended and Restated Articles of Incorporation of Registrant. (Filed
            as an Exhibit to Amendment No. 1 to the Company's Registration
            Statement on Form SB-2 (No. 333-17681) filed March 3, 1996 and
            incorporated herein by reference.)

3.2     --  Amended and Restated By-laws of Registrant. (Filed as an Exhibit to
            Amendment No. 1 to the Company's Registration Statement on Form SB-2
            (No. 333-17681) filed March 3, 1996 and incorporated herein by
            reference.)

4.1     --  Form of Common Stock Certificate. (Filed as an Exhibit to the
            Company's Annual Report on Form 10-KSB for the year ended April 30,
            1998 and incorporated herein by reference.)

10.11   --  Loan Agreement between Registrant and TALK dated July 11, 1996.
            (Filed as an Exhibit to the Company's report on Form 10-KSB dated
            August 12, 1996 and incorporated herein by reference.)

10.12   --  Consent and Amendment between TALK, and Registrant dated
            December 2, 1996. (Filed as an Exhibit to the Company's Registration
            Statement on Form SB-2 (No. 333-17681) filed December 12, 1996 and
            incorporated herein by reference.)

10.13   --  Consent and Amendment between TALK and the Registrant dated
            January 31, 1997. (Filed as an Exhibit to the Company's Annual
            Report on Form 10-KSB for the year ended April 30, 1998 and
            incorporated herein by reference.)

10.14   --  Agreement between TALK and the Registrant, dated February 28, 1997.
            (Filed as an Exhibit to the Company's Annual Report on Form 10-KSB
            for the year ended April 30, 1998 and incorporated herein by
            reference.)

10.15   --  Employment Agreement of Glenn S. Koach with Registrant. (Filed as an
            Exhibit to the Company's Annual Report on Form 10-KSB for the year
            ended April 30, 1999 and incorporated herein by reference.)

10.16   --  Employment Agreement of Sam D. Hitner with Registrant. (Filed as an
            Exhibit to the Company's Annual Report on Form 10-QSB for the nine
            months ended January 31, 1999 and incorporated herein by reference.)

10.17   --  Letter of Intent between Quentra (formerly Coyote Network Systems,
            Inc.) and the Company dated March 28, 2000. (Filed as an Exhibit to
            Form 8-K on March 31, 2000 and incorporated herein by reference.)

10.24   --  Agreement and Plan of Merger between Quentra and the Company dated
            May 1, 2000. (Filed as an Exhibit to Form 8-K on April 30, 2000 and
            incorporated herein by reference.)

10.25   --  Asset Purchase Agreement between INET Interactive Network Systems,
            Inc., and the Company dated April 30, 2000. (Filed as an Exhibit to
            Form 8-K on April 30, 2000 and incorporated herein by reference.)

10.26   --  First Amendment to Agreement and Plan of Merger between Quentra and
            the Company dated July 31, 2000. (Filed as an Exhibit to the
            Company's Annual Report on Form 10-KSB for the year ended April 30,
            2000 and incorporated herein by reference.)

10.27   --  Sublease Agreement between Roepnack Corporation with the Registrant
            dated October 5, 1999.

21.1    --  Subsidiaries of Registrant.

27.1    --  Financial Data Schedule.


(b) Reports on Form 8-K
                  None

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<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   GROUP LONG DISTANCE, INC.



     Signature                          Title                          Date
     ---------                          -----                          ----

By: /s/ GLENN S. KOACH         President and Chief Executive   December 20, 2000
    -------------------------    Officer (Principal
        Glenn S. Koach           Executive Officer)



By: /s/ SAM D. HITNER          Chief Financial Officer         December 20, 2000
    -------------------------    (Principal Financial and
        Sam D. Hitner            Accounting Officer)













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