As filed with the Securities and Exchange Commission on July 23, 1998
                              Registration No. 333-
-----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                    GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
             ------------------------------------------------------  
             (Exact name of registrant as specified in its charter)

       Delaware                                             13-3698386
-------------------------------                        -----------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                             5697 RISING SUN AVENUE
                        PHILADELPHIA, PENNSYLVANIA 19120
                    ------------------------------------------
                    (Address of principal executive offices)

                          1994 PERFORMANCE EQUITY PLAN
                                       AND
                          OTHER EMPLOYEE BENEFIT PLANS
                         -----------------------------
                            (Full title of the Plans)

                      SHELLY FINKEL, Chairman of the Board
                    Global Telecommunication Solutions, Inc.
                             5697 Rising Sun Avenue
                        Philadelphia, Pennsylvania 19120
                                 (215) 342-7700
------------------------------------------------------------------------------ 
(Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             DAVID ALAN MILLER, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                  Proposed maximum    Proposed maximum
Title of Securities               Amount to be     offering price         aggregate          Amount of
to be registered                   registered         per share        offering price    registration fee
==============================  ================ ================== ==================== =================
<S>                              <C>                <C>               <C>                  <C>
Common Stock  issuable
upon exercise of additional  
options which may be granted
under the Registrant's 1994 
Performance Equity Plan 
("1994 Plan")                   1,000,000 shares       $3.00(1)    $3,000,000.00             $  885.00
------------------------------------------------------------------------------------------------------------
Common Stock issuable upon 
exercise of options granted 
and outstanding under other 
employee benefit plans 
("Benefit Plans")                 425,000 shares               (2)    $2,798,906.25(3)       $   825.68
------------------------------------------------------------------------------------------------------------
                                                         TOTAL        $5,798,906.25          $ 1,710.68
============================================================================================================
</TABLE>
                                                 (Footnotes begin on next page)


<PAGE>





(Footnotes to chart on previous page)

(1)      Based on the last sale price of the Common  Stock,  as  reported by The
         Nasdaq Stock  Market on July 20, 1998, in  accordance  with Rule 457(c)
         promulgated  under the Securities Act of 1933, as amended  ("Securities
         Act").

(2)      In accordance  with Rule 457(h)  promulgated  under the Securities Act,
         the exercise  prices  payable for the shares of Common  Stock  issuable
         upon exercise of outstanding  options granted pursuant to Benefit Plans
         are as follows: $6.125 (60,000 shares); $6.4375 (157,500 shares); $6.50
         (7,500 shares); $6.5625 (100,000 shares); and $7.125 (100,000 shares).

(3)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of the  options  granted  and  outstanding  under the
         Benefit  Plans as of July 20, 1998,  in  accordance  with  Rule  457(h)
         promulgated under the Securities Act.

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


         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.


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


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Plan Annual Information *












*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 under  the  Securities  Act and the Note to Part I of the
         Instructions to Form S-8.


                                       I-1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended  ("Exchange Act") are incorporated by reference
in this Registration Statement:

         (a)      Annual  Report on Form 10-KSB for the year ended  December 31,
                  1997 and amendment thereto on Form 10-KSB/A;

         (b)      Current  Report on Form  8-K,  dated  February  6,  1998,  and
                  amendments thereto on Form 8-K/A;

         (c)      Quarterly  Report on Form 10-QSB for the  quarter  ended March
                  31, 1998;

         (d)      Proxy  Statement, dated  June  5, 1998, relating to the Annual
                  Meeting of Stockholders; and

         (e)      The description of the Common Stock contained in the Company's
                  Registration  Statement  on Form 8-A  under the  Exchange  Act
                  (File No. 1-13478).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement  or in any other  subsequently  filed  document  that is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is  threatened  to be made a party  to any  threatened,  pending,  or  completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.


                                      II-1

<PAGE>



         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
deems  proper.  Section 145 further  provides:  that a Delaware  corporation  is
required to indemnify a director,  officer,  employee, or agent against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with any action,  suit,  or  proceeding  or in defense of any claim,
issue,  or matter  therein as to which such  person has been  successful  on the
merits or otherwise;  that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  that  indemnification  provided  for by  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of such person's heirs, executors, and administrators;  and empowers the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  against any such  liability  asserted  against  such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation  would  have the power to  indemnify  him  against  liability  under
Section  145.  A  Delaware  corporation  may  provide  indemnification  only  as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
stockholders.

         The Registrant's  By-Laws and Article Sixth of its Amended and Restated
Certificate  of  Incorporation  provides for  indemnification  of directors  and
officers of the Company to the fullest extent permitted by law, as now in effect
or later amended. The Registrant currently provides liability insurance for each
director and certain  officers for certain losses arising from claims or charges
made against them while acting in their  capacities  as directors or officers of
the Registrant.

         Article Seventh of the Registrant's Amended and Restated Certificate of
Incorporation  eliminates  the  personal  liability  of  the  directors  of  the
Registrant to the fullest  extent  permitted by the provisions of Section 102 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented.

Item 7.  Exemption from Registration Claimed.

         Not applicable.



                                      II-2

<PAGE>



Item 8.  Exhibits.
<TABLE>
<CAPTION>
         Exhibit No.                Description
         -----------                ----------- 
<S>         <C>                     <C>                                           
            4.1                     1994 Performance Equity Plan of the Registrant

            4.2                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Robert Bogin

            4.3                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and Michael Hoppman

            4.4                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Anthony Casazza

            4.5                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Shelly Finkel

            4.6                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and James Franklin

            4.7                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Linda Maynes

            4.8                     Stock Option Agreement for the purchase of 60,000 shares between the
                                    Registrant and JEB Partners

            4.9                     Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Barry Rubenstein

            4.10                    Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Eli Oxenhorn

            5.1                     Opinion of Graubard Mollen & Miller

           23.1                     Consent of KPMG Peat Marwick LLP, independent accountant for the
                                    registrant

           23.2                     Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

           24.1                     Power of Attorney (included on the signature page hereto)
</TABLE>

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement;

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               

                                      II-3

<PAGE>


               deviation  from  the low or  high  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Philadelphia, State of Pennsylvania, on this 20th day
of July, 1998.

                             GLOBAL TELECOMMUNICATION SOLUTIONS, INC.


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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Shelly Finkel and Robert Bogin his true
and lawful  attorneys-in-fact  and agents, each acting alone, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<S>                                                  <C>                                                  <C> 

         /s/ Shelly Finkel                            Chairman of the Board of Directors                  July 20, 1998
----------------------------------------------------
Shelly Finkel
         /s/ Robert Bogin                             President and Director                              July 20, 1998
----------------------------------------------------
Robert Bogin
         /s/ Randolph Cherkas                         Chief Operating Officer and Director                July 20, 1998
----------------------------------------------------
Randolph Cherkas
         /s/ Alan W. Kaufman                          Director                                            July 20, 1998
----------------------------------------------------
Alan W. Kaufman
         /s/ Donald L. Ptalis                         Director                                            July 20, 1998
----------------------------------------------------
Donald L. Ptalis
         /s/ J. Mark Rubenstein                       Director                                            July 20, 1998
----------------------------------------------------
J. Mark Rubenstein
         /s/ Jack N. Tobin                            Director                                            July 20, 1998
----------------------------------------------------
Jack N. Tobin
         /s/ Michael Hoppman                          Chief Financial Officer and Treasurer               July 20, 1998
----------------------------------------------------  (and principal accounting officer)
Michael Hoppman                                       


</TABLE>

                                      II-5
<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

         Exhibit No.                Description
        -------------              --------------
<S>         <C>                     <C>                                           
            4.1                     1994 Performance Equity Plan of the Registrant

            4.2                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Robert Bogin

            4.3                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and Michael Hoppman

            4.4                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Anthony Casazza

            4.5                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Shelly Finkel

            4.6                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and James Franklin

            4.7                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Linda Maynes

            4.8                     Stock Option Agreement for the purchase of 60,000 shares between the
                                    Registrant and JEB Partners

            4.9                     Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Barry Rubenstein

            4.10                    Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Eli Oxenhorn

            5.1                     Opinion of Graubard Mollen & Miller

           23.1                     Consent of KPMG Peat Marwick LLP, independent public accountant for the
                                    registrant

           23.2                     Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

           24.1                     Power of Attorney (included on the signature page thereto)
</TABLE>


                                      II-6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26867}]
{"company-data": {"conformed-name": "GLOBAL TELECOMMUNICATION SOLUTIONS INC", "cik": "0000925004", "assigned-sic": "4899", "irs-number": "133698386", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59703", "film-number": "98670353"}, "business-address": {"street1": "5697 RISING SUN AVE", "city": "PHILADELPHIA", "state": "PA", "zip": "19120", "phone": "5164842611"}, "mail-address": {"street1": "5697 RISING SUN AVE", "city": "PHILADELPHIA", "state": "PA", "zip": "19120"}}
As filed with the Securities and Exchange Commission on July 23, 1998
                              Registration No. 333-
-----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
             ------------------------------------------------------  
             (Exact name of registrant as specified in its charter)

       Delaware                                             13-3698386
-------------------------------                        -----------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                             5697 RISING SUN AVENUE
                        PHILADELPHIA, PENNSYLVANIA 19120
                    ------------------------------------------
                    (Address of principal executive offices)

                          1994 PERFORMANCE EQUITY PLAN
                                       AND
                          OTHER EMPLOYEE BENEFIT PLANS
                         -----------------------------
                            (Full title of the Plans)

                      SHELLY FINKEL, Chairman of the Board
                    Global Telecommunication Solutions, Inc.
                             5697 Rising Sun Avenue
                        Philadelphia, Pennsylvania 19120
                                 (215) 342-7700
------------------------------------------------------------------------------ 
(Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             DAVID ALAN MILLER, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum
Title of Securities               Amount to be     offering price         aggregate          Amount of
to be registered                   registered         per share        offering price    registration fee
==============================  ================ ================== ==================== =================
Common Stock  issuable
upon exercise of additional  
options which may be granted
under the Registrant's 1994 
Performance Equity Plan 
("1994 Plan")                   1,000,000 shares       $3.00(1)    $3,000,000.00             $  885.00
------------------------------------------------------------------------------------------------------------
Common Stock issuable upon 
exercise of options granted 
and outstanding under other 
employee benefit plans 
("Benefit Plans")                 425,000 shares               (2)    $2,798,906.25(3)       $   825.68
------------------------------------------------------------------------------------------------------------
                                                         TOTAL        $5,798,906.25          $ 1,710.68
============================================================================================================
(Footnotes begin on next page)
(Footnotes to chart on previous page)

(1)      Based on the last sale price of the Common  Stock,  as  reported by The
         Nasdaq Stock  Market on July 20, 1998, in  accordance  with Rule 457(c)
         promulgated  under the Securities Act of 1933, as amended  ("Securities
         Act").

(2)      In accordance  with Rule 457(h)  promulgated  under the Securities Act,
         the exercise  prices  payable for the shares of Common  Stock  issuable
         upon exercise of outstanding  options granted pursuant to Benefit Plans
         are as follows: $6.125 (60,000 shares); $6.4375 (157,500 shares); $6.50
         (7,500 shares); $6.5625 (100,000 shares); and $7.125 (100,000 shares).

(3)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of the  options  granted  and  outstanding  under the
         Benefit  Plans as of July 20, 1998,  in  accordance  with  Rule  457(h)
         promulgated under the Securities Act.

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

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

                              ---------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Plan Annual Information *

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 under  the  Securities  Act and the Note to Part I of the
         Instructions to Form S-8.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended  ("Exchange Act") are incorporated by reference
in this Registration Statement:

         (a)      Annual  Report on Form 10-KSB for the year ended  December 31,
                  1997 and amendment thereto on Form 10-KSB/A;

         (b)      Current  Report on Form  8-K,  dated  February  6,  1998,  and
                  amendments thereto on Form 8-K/A;

         (c)      Quarterly  Report on Form 10-QSB for the  quarter  ended March
                  31, 1998;

         (d)      Proxy  Statement, dated  June  5, 1998, relating to the Annual
                  Meeting of Stockholders; and

         (e)      The description of the Common Stock contained in the Company's
                  Registration  Statement  on Form 8-A  under the  Exchange  Act
                  (File No. 1-13478).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement  or in any other  subsequently  filed  document  that is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is  threatened  to be made a party  to any  threatened,  pending,  or  completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

                                      II-1
In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
deems  proper.  Section 145 further  provides:  that a Delaware  corporation  is
required to indemnify a director,  officer,  employee, or agent against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with any action,  suit,  or  proceeding  or in defense of any claim,
issue,  or matter  therein as to which such  person has been  successful  on the
merits or otherwise;  that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  that  indemnification  provided  for by  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of such person's heirs, executors, and administrators;  and empowers the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  against any such  liability  asserted  against  such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation  would  have the power to  indemnify  him  against  liability  under
Section  145.  A  Delaware  corporation  may  provide  indemnification  only  as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
stockholders.

         The Registrant's  By-Laws and Article Sixth of its Amended and Restated
Certificate  of  Incorporation  provides for  indemnification  of directors  and
officers of the Company to the fullest extent permitted by law, as now in effect
or later amended. The Registrant currently provides liability insurance for each
director and certain  officers for certain losses arising from claims or charges
made against them while acting in their  capacities  as directors or officers of
the Registrant.

         Article Seventh of the Registrant's Amended and Restated Certificate of
Incorporation  eliminates  the  personal  liability  of  the  directors  of  the
Registrant to the fullest  extent  permitted by the provisions of Section 102 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
Item 8.  Exhibits.
Exhibit No.                Description
         -----------                -----------
4.1                     1994 Performance Equity Plan of the Registrant

            4.2                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Robert Bogin

            4.3                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and Michael Hoppman

            4.4                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Anthony Casazza

            4.5                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Shelly Finkel

            4.6                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and James Franklin

            4.7                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Linda Maynes

            4.8                     Stock Option Agreement for the purchase of 60,000 shares between the
                                    Registrant and JEB Partners

            4.9                     Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Barry Rubenstein

            4.10                    Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Eli Oxenhorn

            5.1                     Opinion of Graubard Mollen & Miller

           23.1                     Consent of KPMG Peat Marwick LLP, independent accountant for the
                                    registrant

           23.2                     Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

           24.1                     Power of Attorney (included on the signature page hereto)
Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement;

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               

                                      II-3
deviation  from  the low or  high  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Philadelphia, State of Pennsylvania, on this 20th day
of July, 1998.

                             GLOBAL TELECOMMUNICATION SOLUTIONS, INC.

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Shelly Finkel and Robert Bogin his true
and lawful  attorneys-in-fact  and agents, each acting alone, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
/s/ Shelly Finkel                            Chairman of the Board of Directors                  July 20, 1998
----------------------------------------------------
Shelly Finkel
         /s/ Robert Bogin                             President and Director                              July 20, 1998
----------------------------------------------------
Robert Bogin
         /s/ Randolph Cherkas                         Chief Operating Officer and Director                July 20, 1998
----------------------------------------------------
Randolph Cherkas
         /s/ Alan W. Kaufman                          Director                                            July 20, 1998
----------------------------------------------------
Alan W. Kaufman
         /s/ Donald L. Ptalis                         Director                                            July 20, 1998
----------------------------------------------------
Donald L. Ptalis
         /s/ J. Mark Rubenstein                       Director                                            July 20, 1998
----------------------------------------------------
J. Mark Rubenstein
         /s/ Jack N. Tobin                            Director                                            July 20, 1998
----------------------------------------------------
Jack N. Tobin
         /s/ Michael Hoppman                          Chief Financial Officer and Treasurer               July 20, 1998
----------------------------------------------------  (and principal accounting officer)
Michael Hoppman
II-5
EXHIBIT INDEX
Exhibit No.                Description
        -------------              --------------
4.1                     1994 Performance Equity Plan of the Registrant

            4.2                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Robert Bogin

            4.3                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and Michael Hoppman

            4.4                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Anthony Casazza

            4.5                     Stock Option Agreement for the purchase of 100,000 shares between the
                                    Registrant and Shelly Finkel

            4.6                     Stock Option Agreement for the purchase of 25,000 shares between the
                                    Registrant and James Franklin

            4.7                     Stock Option Agreement for the purchase of 7,500 shares between the
                                    Registrant and Linda Maynes

            4.8                     Stock Option Agreement for the purchase of 60,000 shares between the
                                    Registrant and JEB Partners

            4.9                     Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Barry Rubenstein

            4.10                    Stock Option Agreement for the purchase of 50,000 shares between the
                                    Registrant and Eli Oxenhorn

            5.1                     Opinion of Graubard Mollen & Miller

           23.1                     Consent of KPMG Peat Marwick LLP, independent public accountant for the
                                    registrant

           23.2                     Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

           24.1                     Power of Attorney (included on the signature page thereto)
II-6