UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 20, 2007
GTC TELECOM CORP.
(Exact name of registrant as specified in its charter)
NEVADA 000-25703 88-0318246
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
3151 AIRWAY AVE., SUITE P-3
COSTA MESA, CA 92626
(Address of principal executive offices) (zip code)
(714) 549-7700
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On February 20, 2007, we concluded that our previously reported financial
statements for the fiscal year ended June 30, 2005; the interim quarters ended
September 30, 2005, December 31, 2005, and March 31, 2006; the fiscal year ended
June 30, 2006; the interim quarter ended September 30, 2006; and the interim
quarter ended December 31, 2006, incorrectly calculated minority interest. In
preparing our financial statements for the quarter ended December 31, 2006, we
discovered the errors for the previous periods, which resulted in an increase in
the minority interest capital balances and correspondingly allocated additional
income amounts to these minority interest holders. After reviewing our filings
for the above-mentioned periods the incorrect amounts were determined to be
immaterial, except for our Annual Report on Form 10-KSB for June 30, 2006.
Therefore, we will be filing an amended Annual Report on Form 10-KSB/A for June
30, 2006 to make the necessary corrections to the minority interest for this
period, and an amended Quarterly Report on Form 10-QSB/A for December 31, 2006,
which will present the corrections to the minority interest and other affected
accounts for all the above-referenced periods in a Note to the financial
statements. The revisions will result in the reclassification of certain amounts
to minority interest in consolidated subsidiaries, accumulated other
comprehensive loss, and accumulated deficit on the balance sheet for these
periods and a corresponding net loss to shareholders.
Our authorized officers have discussed the matters disclosed in this filing
with our independent accountants. We anticipate that restated financials
statements for the effected periods will be filed with the Securities and
Exchange Commission shortly.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 26, 2007 GTC Telecom Corp.,
a Nevada corporation
/s/ S. Paul Sandhu
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By: S. Paul Sandhu
Its: Chief Executive Officer
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