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*
CANNELL J CARLO

(Last) (First) (Middle)
240 E. DELONEY AVENUE
P.O. BOX 3459

(Street)
JACKSON WY 83001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2006
3. Issuer Name and Ticker or Trading Symbol
Global Telecom & Technology, Inc. [ GTLT ]
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)
X Form filed by One Reporting Person
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 4,185,081(1)(2)(3) I(1)(2)(3) By partnerships and corporations(1)(2)(3)
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 Common Stock Warrants (right to buy) 10/13/2006 04/10/2010 Common Stock 1,267,100(1)(2)(3) $5 I(1)(2)(3) By partnerships and corporations(1)(2)(3)
Class Z Common Stock Warrants (right to buy) 10/13/2006 04/10/2012 Common Stock 721,900(1)(2)(3) $5 I(1)(2)(3) By partnerships and corporations(1)(2)(3)
Explanation of Responses:
1. THIS FORM 3 (THE "CURRENT FORM 3") SETS FORTH THAT ONLY J. CARLO CANNELL IS THE REPORTING PERSON FOR THE SECURITIES REPORTED HEREIN AS OF OCTOBER 13, 2006. CONCURRENTLY WITH THE FILING OF THIS CURRENT FORM 3 WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), MR. CANNELL HAS CAUSED AN AMENDED FORM 3 TO BE FILED ON BEHALF OF CANNELL CAPITAL, LLC WHICH AMENDS AND RESTATES THE FORM 3 FILED WITH THE SEC ON NOVEMBER 9, 2006 WITH RESPECT TO GLOBAL TELECOM & TECHNOLOGY, INC. AND REPORTS THAT ONLY MR. CANNELL IS THE REPORTING PERSON FOR THE SECURITIES REPORTED THEREIN AND IN ALL RELATED FORM 4s.
2. As of October 13, 2006, The Cuttyhunk Fund Limited ("Cuttyhunk"), Anegada Master Fund Limited ("Anegada"), TE Cannell Portfolio, Ltd. ("TEC"), Tonga Partners, L.P. ("Tonga"), Tristan Partners, L.P. ("Tristan") and Kauai Partners, L.P. ("Kauai" and collectively with Cuttyhunk, Anegada, TEC, Tonga and Tristan, the "Funds") held in the aggregate 4,185,081 shares of common stock, par value $0.0001 per share (the "Shares"), of Global Telecom & Technology, Inc. (the "Company"), and warrants to purchase up to 1,989,000 Shares. The reported amounts include Shares and warrants underlying 76,900 units consisting of two Shares, one Class W warrant and one Class Z warrant of the Company. J. Carlo Cannell possesses sole power to vote and direct the disposition of all securities of the Company held by the Funds. Thus, for the purposes of Reg. Section 240.13d-3, as of October 13, 2006, Mr. Cannell is deemed to beneficially own 6,174,081 Shares.
3. Mr. Cannell's interest in the securities reported herein is limited to the extent of his pecuniary interest in each of the Funds, if any.
/s/ J. Carlo Cannell 10/09/2007
** 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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