SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
MILLENCO, L.L.C.

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2006
3. Issuer Name and Ticker or Trading Symbol
Global Telecom & Technology, Inc. [ MPAQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share ("Common Stock") 26,700(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class W Warrant ("Class W Warrant") 10/16/2006(2) 04/10/2010(2) Common Stock, par value $0.0001 per share ("Common Stock") 1,018,225(4) $5 D
Class Z Warrant ("Class Z Warrant") 10/16/2006(3) 04/10/2012(3) Common Stock 528,100(4) $5 D
1. Name and Address of Reporting Person*
MILLENCO, L.L.C.

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MILLENNIUM MANAGEMENT, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed as group member.
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed as group member.
Explanation of Responses:
1. Beneficial ownership reflects 20,900 shares of Common Stock, par value $0.0001 per share ("Common Stock") plus 2,900 Series B Units ("Series B Unit") of the Issuer. Each Series B Unit consists of two shares of the Issuer's Class B Common Stock ("Class B Common Stock"), one Class W Warrant ("Class W Warrant") and one Class Z Warrant ("Class Z Warrant") of the Issuer. As of 10/16/06, the Class B Common Stock of the Issuer automatically converted to the Common Stock of the Issuer. Each Class W and Class Z warrant entitles the holder to purchase one share of the Issuer's Class B Common Stock at a price of $5.00 per share. Thus, this number includes 5,800 shares of Common Stock attributable to the Series B Units.
2. Each Class W Warrant entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00 per share. Each Class W Warrant is exercisable on the later of the Issuer's completion of a business combination or 04/11/2006. (On 10/16/2006, the Issuer announced that it had completed the acquisition of all the outstanding shares of Global Internetworking, Inc. and European Telecommunications & Technology Limited.) The Class W Warrants will expire on 04/10/2010, or earlier upon redemption.
3. Each Class Z Warrant entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00 per share. Each Class Z Warrant is exercisable on the later of the Issuer's completion of a business combination or 04/11/2006. (On 10/16/2006, the Issuer announced that it had completed the acquisition of all the outstanding shares of Global Internetworking, Inc. and European Telecommunications & Technology Limited.) The Class Z Warrants will expire on 04/10/2012, or earlier upon redemption.
4. Beneficial ownership reflects 2,900 Series B Units of the Issuer. Each Series B Unit consists of two shares of the Issuer's Class B Common Stock, one Class W Warrant and one Class Z Warrant of the Issuer. Thus, this number includes 2,900 Class W Warrants or 2,900 Class Z Warrants, as the case may be.
Remarks:
* MILLENCO, L.L.C., By: Millennium Management, L.L.C., as Manager
Terry Feeney, Chief Operating Officer 10/18/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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