<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>gtti13dam5.txt
<DESCRIPTION>SC13D/AM5
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Global Telecom & Technology, Inc.
(formerly, Mercator Partners Acquisition Corp.)
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
378979108
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(CUSIP Number)
J. Carlo Cannell
Cannell Capital, LLC
P.O. Box 3459, 240 E. Deloney Ave.
Jackson, WY 83001
(415) 835-8300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a current valid OMB control number.
<PAGE>
Cusip No. 378979108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
J. Carlo Cannell
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC/OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
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6. Citizenship or Place of Organization: USA
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Number of 7. Sole Voting Power: 5,311,016*
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Shares Beneficially 8. Shared Voting Power: 0
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Owned by
Each Reporting 9. Sole Dispositive Power: 5,311,016*
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Person With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,311,016*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 35.9%*
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14. Type of Reporting Person (See Instructions): IN
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* Based on information set forth on the Form 10-K of Global Telecom &
Technology, Inc. (the "Company"), as filed with the Securities and Exchange
Commission (the "SEC") on March 27, 2008, there were 14,775,279 shares of the
Company's common stock, par value $0.0001 per share (the "Shares"), issued and
outstanding as of March 24, 2008. As of May 8, 2008 (the "Reporting Date"),
Anegada Master Fund Limited ("Anegada") and Tonga Partners, L.P. ("Tonga" and
collectively with Anegada, the "Funds") owned in the aggregate (i) 3,087,016
Shares (ii) 1,402,100 Class W warrants, each exercisable to purchase one Share
as of October 16, 2006, and (iii) 821,900 Class Z warrants, each exercisable to
purchase one Share as of October 16, 2006. Cannell Capital LLC acts as the
investment adviser to Anegada and is the general partner of and investment
adviser to Tonga. Mr. J. Carlo Cannell is the sole managing member of the
Adviser. As a result, Mr. Cannell possesses the sole power to vote and to direct
the disposition of the securities held by the Funds. Thus, as of the Reporting
Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to
beneficially own 5,311,016 Shares, or approximately 35.9% of the Shares deemed
issued and outstanding as of the Reporting Date.
In addition, based on information set forth on the Form 10-Q of the
Company, as filed with the SEC on May 14, 2008, there were 14,961,707 Shares
issued and outstanding as of May 12, 2008. As of May 14, 2008, the Funds owned
in the aggregate (i) 3,097,016 Shares (ii) 1,402,100 Class W warrants, each
exercisable to purchase one Share as of October 16, 2006, and (iii) 821,900
Class Z warrants, each exercisable to purchase one Share as of October 16, 2006.
<PAGE>
Thus, as of May 14, 2008, for the purposes of Reg. Section 240.13d-3, Mr.
Cannell is deemed to beneficially own 5,321,016 Shares or approximately 35.6% of
the Shares deemed issued and outstanding as of May 14, 2008. As of May 15, 2008,
the Funds owned in the aggregate (i) 3,117,016 Shares (ii) 1,402,100 Class W
warrants, each exercisable to purchase one Share as of October 16, 2006, and
(iii) 821,900 Class Z warrants, each exercisable to purchase one Share as of
October 16, 2006. Thus, as of May 15, 2008, for the purposes of Reg. Section
240.13d-3, Mr. Cannell is deemed to beneficially own 5,341,016 Shares or
approximately 35.7% of the Shares deemed issued and outstanding as of May 15,
2008.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
All of the funds used in making the purchase of the securities
described in Item 5 of this Schedule 13D, as amended, came from the working
capital of the Funds. As of May 8, 2008 (the "Reporting Date"), the Funds have
invested an aggregate amount of $9,223,200 in the Shares or securities
convertible or exercisable into Shares. As of May 14, 2008, the Funds have
invested an aggregate amount of $9,229,600 in the Shares or securities
convertible or exercisable into Shares. As of May 15, 2008, the Funds have
invested an aggregate amount of $9,241,700 in the Shares or securities
convertible or exercisable into Shares.
Item 5. Interest in Securities of the Issuer
------------------------------------
Based on information set forth in the Company's 10-K as filed with the
Securities and Exchange Commission on March 27, 2008, there were 14,775,279
Shares issued and outstanding as of March 24, 2008. As of the Reporting Date,
the Funds owned in the aggregate (i) 3,087,016 Shares, (ii) 1,402,100 Class W
warrants, each exercisable to purchase one Share as of October 16, 2006, and
(iii) 821,900 Class Z warrants, each exercisable to purchase one Share as of
October 16, 2006. The Adviser acts as the investment adviser to Anegada and is
the general partner of and investment adviser to Tonga. Mr. J. Carlo Cannell is
the sole managing member of the Adviser.
In addition, based on information set forth in the Company's 10-Q as
filed with the SEC on May 14, 2008, there were 14,961,707 Shares issued and
outstanding as of May 12, 2008. As of May 14, 2008, the Funds owned in the
aggregate (i) 3,097,016 Shares (ii) 1,402,100 Class W warrants, each exercisable
to purchase one Share as of October 16, 2006, and (iii) 821,900 Class Z
warrants, each exercisable to purchase one Share as of October 16, 2006. As of
May 15, 2008, the Funds owned in the aggregate (i) 3,117,016 Shares (ii)
1,402,100 Class W warrants, each exercisable to purchase one Share as of October
16, 2006, and (iii) 821,900 Class Z warrants, each exercisable to purchase one
Share as of October 16, 2006.
(a) As of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Cannell is deemed to beneficially own 5,311,016 Shares, or
approximately 35.9% of the Shares deemed outstanding as of the Reporting Date.
In addition, as of May 14, 2008, for the purposes of Reg. Section 240.13d-3, Mr.
Cannell is deemed to beneficially own 5,321,016 Shares or approximately 35.6% of
the Shares deemed issued and outstanding as of May 14, 2008. As of May 15, 2008,
for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to
beneficially own 5,341,016 Shares or approximately 35.7% of the Shares deemed
issued and outstanding as of May 15, 2008.
(b) Mr. Cannell possesses the sole power to vote and to direct the
disposition of the securities held by the Funds.
(c) The following table details the transactions during the sixty
days on or prior to the Reporting Date, or since the most recent filing on
Schedule 13D, and from the Reporting Date through May 15, 2008, in Shares, or
securities convertible into, exercisable for or exchangeable for Shares, by Mr.
Cannell or any other person or entity controlled by him or any person or entity
for which he possesses voting or investment control over the securities thereof.
(Purchases)
Date Security Quantity Price How Effected
---- -------- -------- ----- ------------
05/08/2008 Shares 1,475,000 $0.45 Private Purchase
05/14/2008 Shares 10,000 $0.64 Ordinary Brokerage
05/15/2008 Shares 20,000 $0.61 Ordinary Brokerage
(Sales)
None.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 15, 2008
/s/ J. Carlo Cannell
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J. Carlo Cannell in his capacity as the
Managing Member of Cannell Capital LLC,
investment adviser to Anegada Master Fund
Limited and the general partner of and
investment adviser to Tonga Partners, L.P.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
</TEXT>
</DOCUMENT>