As filed with the Securities and Exchange Commission on February 7, 1997
                                                  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                                  13-3585278
(State or 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          137,000 shares           $2.625
options granted and outstanding under the       150,000 shares           $3.00
Registrant's 1994 Performance Equity            200,000 shares           $4.75
Plan ("1994 Plan")(1)                            83,000 shares           $5.00
                                                 70,000 shares           $5.25
                                                 10,000 shares           $5.75
                                                 40,000 shares           $5.875
                                                 17,500 shares           $6.00               $ 2,939,625.00           $    890.80
Common Stock issuable upon exercise of
options which may be granted under the
1994 Plan(2)                                    792,500 shares           $4.25               $ 3,368,125.00           $  1,020.64

Common Stock issuable upon exercise of           37,906 shares           $0.66      
options and other stock-based awards             72,021 shares           $2.64
granted and outstanding under other              45,000 shares           $3.33
employee benefit plans ("Benefit Plans")(3)     100,000 shares           $5.00
                                                  7,500 shares           $5.50
                                                175,000 shares           $6.125             $  1,978,128.40           $    599.43
                                                                                             ==============           ============
                                                              TOTAL                         $  8,285,878.40           $  2,510.87
                                                                                           
                                                                                                   (Footnotes begin on next page)
</TABLE>


<PAGE>


(Footnotes to chart on previous page)

(1)      Represents the exercise  prices payable for the 707,500 shares issuable
         upon  exercise of  outstanding  options  granted under the 1994 Plan in
         accordance  with Rule 457(h)  promulgated  under the  Securities Act of
         1933, as amended ("Securities Act").

(2)      Based on the last sale price of the  Common  Stock as  reported  by The
         Nasdaq Stock Market on February 4, 1997 in accordance with Rules 457(c)
         and 457(h) promulgated under the Securities Act.

(3)      Represents the exercise  prices payable for the 437,427 shares issuable
         upon exercise of outstanding  options  granted  pursuant to the Benefit
         Plans 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")  are  incorporated  by
reference in this Registration Statement:

         (a)      Annual  Report  on Form  10-KSB  for  the  fiscal  year  ended
                  December  31,  1995 and  amendment  thereto on Form  10-KSB/A,
                  filed with the  Commission  pursuant  to Section  13(a) of the
                  Securities Exchange Act of 1934 (the "Exchange Act");

         (b)      Current   Report  on  Form  8-K,  dated  March  1,  1996,  and
                  amendments  thereto on Form 8- K/A,  filed with the Commission
                  pursuant to Section 13(a) of the Exchange Act;

         (c)      Quarterly  Report on Form 10-QSB for the  quarter  ended March
                  31, 1996, and amendment  thereto on Form 10-QSB/A,  filed with
                  the Commission pursuant to Section 13(a) of the Exchange Act;

         (d)      Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  1996, and amendment  thereto on Form 10-QSB/A,  filed with the
                  Commission pursuant to Section 13(a) of the Exchange Act;

         (e)      Quarterly   Report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 1996,  and amendment  thereto on Form  10-QSB/A,
                  filed with the  Commission  pursuant  to Section  13(a) of the
                  Exchange Act;

         (f)      Proxy Statement,  dated July 11, 1996,  relating to the Annual
                  Meeting of Stockholders, filed with the Commission pursuant to
                  Section 14 of the Exchange Act;

         (g)      Current  Report on  Form 8-K, dated  December 20, 1996, filed 
                  with the Commission pursuant to Section 13(a) of the Exchange
                  Act;

         (h)      All other reports filed by the  Registrant  since December 31,
                  1995 with the Commission pursuant to Section 13(a) or 15(d) of
                  the Exchange Act; and

         (i)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(g) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  purpose of updating such description.

         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 which 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  which 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.


                                      II-1

<PAGE>



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.

         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

                                      II-2

<PAGE>



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.

Item 8.  Exhibits.

         Exhibit No.      Description

            4.1           1994 Performance Equity Plan of the Registrant

            4.2           Stock Option Agreement for the purchase of 30,000
                          shares between the Registrant and Shelly Finkel

            4.3           Stock Option Agreement for the purchase of 15,000
                          shares between the Registrant and James Koplik

            4.4           Stock Option Agreement for the purchase of 100,000
                          shares between the Registrant and John McCabe

            4.5           Stock Option Agreement for the purchase of 5,000 
                          shares between the Registrant and Eleanor Feffer

            4.6           Stock Option Agreement for the purchase of 2,500 
                          shares between the Registrant and John Silverman

            4.7           Stock Option Agreement for the purchase of 50,000 
                          shares between the Registrant and David Tobin

            4.8           Stock Option Agreement for the purchase of 125,000 
                          shares between the Registrant and Gary Wasserson

            4.9           Stock Option Agreement for the purchase of 37,906 
                          shares between the Registrant and Joel Hornstein

            4.10          Stock Option Agreement for the purchase of 37,906 
                          shares between the Registrant and David Tobin

            4.11          Stock Option Agreement for the purchase of 18,953 
                          shares between the Registrant and Mary Berger

            4.12          Stock Option Agreement for the purchase of 15,162 
                          shares between the Registrant and Edward Ragar

            5.1           Opinion of Graubard Mollen & Miller

           23.1           Consent of KPMG Peat Marwick LLP


                                      II-3

<PAGE>



           23.2          Consent of Price Waterhouse LLP

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

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
               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

                                      II-4

<PAGE>



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-5

<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 New  York,  State of New  York,  on this 6th day of
February, 1997.

                           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 Gary Wasserson 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     February 6, 1997
-------------------
Shelly Finkel

/s/ Gary J. Wasserson Chief Executive Officer and Director    February 6, 1997
--------------------
Gary J. Wasserson

/s/ John McCabe       President and Director                  February 6, 1997
--------------------
John McCabe

/s/ Alan W. Kaufman   Director                                February 6, 1997
--------------------
Alan W. Kaufman

/s/ Jack N. Tobin     Director                                February 6, 1997
--------------------
Jack N. Tobin

/s/ Donald L. Ptalis  Director                                February 6, 1997
--------------------
Donald L. Ptalis

/s/ Maria Bruzzese    Chief Financial Officer and Treasurer   February 6, 1997
--------------------  (and principal accounting officer)
Maria Bruzzese                                        



                                      II-6

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.    Description

   4.1         1994 Performance Equity Plan of the Registrant

   4.2         Stock Option Agreement for the purchase of 30,000 shares 
               between the Registrant and Shelly Finkel

   4.3         Stock Option Agreement for the purchase of 15,000 shares between
               the Registrant and James Koplik

   4.4         Stock Option Agreement for the purchase of 100,000 shares 
               between the Registrant and John McCabe

   4.5         Stock Option Agreement for the purchase of 5,000 shares between 
               the Registrant and Eleanor Feffer

   4.6         Stock Option Agreement for the purchase of 2,500 shares between 
               the Registrant and John Silverman

   4.7         Stock Option Agreement for the purchase of 50,000 shares between
               the Registrant and David Tobin

   4.8         Stock Option Agreement for the purchase of 125,000 shares 
               between the Registrant and Gary Wasserson

   4.9         Stock Option Agreement for the purchase of 37,906 shares between
               the Registrant and Joel Hornstein

   4.10        Stock Option Agreement for the purchase of 37,906 shares between
               the Registrant and David Tobin

   4.11        Stock Option Agreement for the purchase of 18,953 shares between
               the Registrant and Mary Berger

   4.12        Stock Option Agreement for the purchase of 15,162 shares between
               the Registrant and Edward Ragar

   5.1         Opinion of Graubard Mollen & Miller

  23.1         Consent of KPMG Peat Marwick LLP

  23.2         Consent of Price Waterhouse LLP

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


                                      II-7

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 27345}]
{"company-data": {"conformed-name": "GLOBAL TELECOMMUNICATION SOLUTIONS INC", "cik": "0000925004", "assigned-sic": "4899", "irs-number": "13358527", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21339", "film-number": "97520558"}, "business-address": {"street1": "40 ELMONT ROAD", "city": "ELMONT", "state": "NY", "zip": "11003", "phone": "5163261940"}, "mail-address": {"street1": "40 ELMONT ROAD", "city": "ELMONT", "state": "NY", "zip": "11003"}}
As filed with the Securities and Exchange Commission on February 7, 1997
                                                  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                                  13-3585278
(State or 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          137,000 shares           $2.625
options granted and outstanding under the       150,000 shares           $3.00
Registrant's 1994 Performance Equity            200,000 shares           $4.75
Plan ("1994 Plan")(1)                            83,000 shares           $5.00
                                                 70,000 shares           $5.25
                                                 10,000 shares           $5.75
                                                 40,000 shares           $5.875
                                                 17,500 shares           $6.00               $ 2,939,625.00           $    890.80
Common Stock issuable upon exercise of
options which may be granted under the
1994 Plan(2)                                    792,500 shares           $4.25               $ 3,368,125.00           $  1,020.64

Common Stock issuable upon exercise of           37,906 shares           $0.66      
options and other stock-based awards             72,021 shares           $2.64
granted and outstanding under other              45,000 shares           $3.33
employee benefit plans ("Benefit Plans")(3)     100,000 shares           $5.00
                                                  7,500 shares           $5.50
                                                175,000 shares           $6.125             $  1,978,128.40           $    599.43
                                                                                             ==============           ============
                                                              TOTAL                         $  8,285,878.40           $  2,510.87
                                                                                           
                                                                                                   (Footnotes begin on next page)
(Footnotes to chart on previous page)

(1)      Represents the exercise  prices payable for the 707,500 shares issuable
         upon  exercise of  outstanding  options  granted under the 1994 Plan in
         accordance  with Rule 457(h)  promulgated  under the  Securities Act of
         1933, as amended ("Securities Act").

(2)      Based on the last sale price of the  Common  Stock as  reported  by The
         Nasdaq Stock Market on February 4, 1997 in accordance with Rules 457(c)
         and 457(h) promulgated under the Securities Act.

(3)      Represents the exercise  prices payable for the 437,427 shares issuable
         upon exercise of outstanding  options  granted  pursuant to the Benefit
         Plans 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")  are  incorporated  by
reference in this Registration Statement:

         (a)      Annual  Report  on Form  10-KSB  for  the  fiscal  year  ended
                  December  31,  1995 and  amendment  thereto on Form  10-KSB/A,
                  filed with the  Commission  pursuant  to Section  13(a) of the
                  Securities Exchange Act of 1934 (the "Exchange Act");

         (b)      Current   Report  on  Form  8-K,  dated  March  1,  1996,  and
                  amendments  thereto on Form 8- K/A,  filed with the Commission
                  pursuant to Section 13(a) of the Exchange Act;

         (c)      Quarterly  Report on Form 10-QSB for the  quarter  ended March
                  31, 1996, and amendment  thereto on Form 10-QSB/A,  filed with
                  the Commission pursuant to Section 13(a) of the Exchange Act;

         (d)      Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  1996, and amendment  thereto on Form 10-QSB/A,  filed with the
                  Commission pursuant to Section 13(a) of the Exchange Act;

         (e)      Quarterly   Report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 1996,  and amendment  thereto on Form  10-QSB/A,
                  filed with the  Commission  pursuant  to Section  13(a) of the
                  Exchange Act;

         (f)      Proxy Statement,  dated July 11, 1996,  relating to the Annual
                  Meeting of Stockholders, filed with the Commission pursuant to
                  Section 14 of the Exchange Act;

         (g)      Current  Report on  Form 8-K, dated  December 20, 1996, filed 
                  with the Commission pursuant to Section 13(a) of the Exchange
                  Act;

         (h)      All other reports filed by the  Registrant  since December 31,
                  1995 with the Commission pursuant to Section 13(a) or 15(d) of
                  the Exchange Act; and

         (i)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(g) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  purpose of updating such description.

         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 which 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  which 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.

                                      II-1
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.

         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

                                      II-2
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.

Item 8.  Exhibits.

         Exhibit No.      Description

            4.1           1994 Performance Equity Plan of the Registrant

            4.2           Stock Option Agreement for the purchase of 30,000
                          shares between the Registrant and Shelly Finkel

            4.3           Stock Option Agreement for the purchase of 15,000
                          shares between the Registrant and James Koplik

            4.4           Stock Option Agreement for the purchase of 100,000
                          shares between the Registrant and John McCabe

            4.5           Stock Option Agreement for the purchase of 5,000 
                          shares between the Registrant and Eleanor Feffer

            4.6           Stock Option Agreement for the purchase of 2,500 
                          shares between the Registrant and John Silverman

            4.7           Stock Option Agreement for the purchase of 50,000 
                          shares between the Registrant and David Tobin

            4.8           Stock Option Agreement for the purchase of 125,000 
                          shares between the Registrant and Gary Wasserson

            4.9           Stock Option Agreement for the purchase of 37,906 
                          shares between the Registrant and Joel Hornstein

            4.10          Stock Option Agreement for the purchase of 37,906 
                          shares between the Registrant and David Tobin

            4.11          Stock Option Agreement for the purchase of 18,953 
                          shares between the Registrant and Mary Berger

            4.12          Stock Option Agreement for the purchase of 15,162 
                          shares between the Registrant and Edward Ragar

            5.1           Opinion of Graubard Mollen & Miller

           23.1           Consent of KPMG Peat Marwick LLP

                                      II-3
23.2          Consent of Price Waterhouse LLP

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

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
               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

                                      II-4
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-5
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 New  York,  State of New  York,  on this 6th day of
February, 1997.

                           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 Gary Wasserson 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     February 6, 1997
-------------------
Shelly Finkel

/s/ Gary J. Wasserson Chief Executive Officer and Director    February 6, 1997
--------------------
Gary J. Wasserson

/s/ John McCabe       President and Director                  February 6, 1997
--------------------
John McCabe

/s/ Alan W. Kaufman   Director                                February 6, 1997
--------------------
Alan W. Kaufman

/s/ Jack N. Tobin     Director                                February 6, 1997
--------------------
Jack N. Tobin

/s/ Donald L. Ptalis  Director                                February 6, 1997
--------------------
Donald L. Ptalis

/s/ Maria Bruzzese    Chief Financial Officer and Treasurer   February 6, 1997
--------------------  (and principal accounting officer)
Maria Bruzzese                                        

                                      II-6
EXHIBIT INDEX

Exhibit No.    Description

   4.1         1994 Performance Equity Plan of the Registrant

   4.2         Stock Option Agreement for the purchase of 30,000 shares 
               between the Registrant and Shelly Finkel

   4.3         Stock Option Agreement for the purchase of 15,000 shares between
               the Registrant and James Koplik

   4.4         Stock Option Agreement for the purchase of 100,000 shares 
               between the Registrant and John McCabe

   4.5         Stock Option Agreement for the purchase of 5,000 shares between 
               the Registrant and Eleanor Feffer

   4.6         Stock Option Agreement for the purchase of 2,500 shares between 
               the Registrant and John Silverman

   4.7         Stock Option Agreement for the purchase of 50,000 shares between
               the Registrant and David Tobin

   4.8         Stock Option Agreement for the purchase of 125,000 shares 
               between the Registrant and Gary Wasserson

   4.9         Stock Option Agreement for the purchase of 37,906 shares between
               the Registrant and Joel Hornstein

   4.10        Stock Option Agreement for the purchase of 37,906 shares between
               the Registrant and David Tobin

   4.11        Stock Option Agreement for the purchase of 18,953 shares between
               the Registrant and Mary Berger

   4.12        Stock Option Agreement for the purchase of 15,162 shares between
               the Registrant and Edward Ragar

   5.1         Opinion of Graubard Mollen & Miller

  23.1         Consent of KPMG Peat Marwick LLP

  23.2         Consent of Price Waterhouse LLP

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

                                      II-7