UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION
                           Washington,  D.C.  20549


                                      10KSB

                    This report includes a total of 59 pages



(Mark  One)

[x]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
              SECURITIES  EXCHANGE  ACT  OF  1934

                   For  the  fiscal  year  ended  December  31,  2000
                                       OR

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
              SECURITIES  EXCHANGE  ACT  OF  1934

       For  the  transition  period  from              to
                                          ------------    -------------------

                         Commission  file  number:  0-15818

                      GLOBAL  TELEMEDIA  INTERNATIONAL,  INC.
                 (Name  of  small  business  issuer  in  its  charter)

                Delaware                                        64-0708107
     (State  or  other  jurisdiction                         (I.R.S.  Employer
     of  incorporation  or  organization)                    Identification No.)

            4675 MacArthur Court, Ste. 710, Newport Beach CA. 92660
--------------------------------------------------------------------------------
                    Address of principal executive offices,

                                  949-253-9588
--------------------------------------------------------------------------------
                           (Issuer's  telephone  number)

         Securities  registered  under  Section  12(b)  of  the  Exchange  Act:

                                              Name  of  each  exchange
                 Title of each class             on which registered
                         None                            OTCBB

         Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                (Per reverse split new par value should be .02)
                    Common stock, $0.02 par value per share
                                (Title of Class)

Check  whether the issuer: (i) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject  to  such  filing  requirements  for  the  past  90  days.  Yes   No  X


                                                                               1
<PAGE>
Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained  to  the  best  of  registrant's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any amendment to this Form 10-KSB.  [  ] State issuers revenues for its most
recent  fiscal  year  :  $1,916,497

The  number  of  shares  outstanding of the issuer's common stock as of May 15th
2001  was  30,732,797  shares.  The  aggregate  market value of the common stock
shares) held by non-affiliates, based on the average of the bid and asked prices
($0.4125) of the common stock as of December 31, 2000 was $6,873,281.  Documents
incorporated  by  reference:

Transitional Small Business Disclosure Format (Check one):     Yes____     No  X

FORWARD  LOOKING  STATEMENTS
----------------------------

     THIS  ANNUAL  REPORT ON FORM 10-KSB (THE "REPORT") MAY BE DEEMED TO CONTAIN
FORWARD-LOOKING  STATEMENTS  WITHIN  THE  MEANING  OF  THE  PRIVATE  SECURITIES
LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT").  FORWARD-LOOKING STATEMENTS IN
THIS  REPORT  OR  HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED
WITH  THE  SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), REPORTS TO THE
COMPANY'S  STOCKHOLDERS  AND  OTHER  PUBLICLY  AVAILABLE  STATEMENTS  ISSUED  OR
RELEASED BY THE COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS  WHICH  COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL
OR  OPERATING)  OR  ACHIEVEMENTS  TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE
(FINANCIAL  OR  OPERATING)  OR  ACHIEVEMENTS  EXPRESSED  OR  IMPLIED  BY  SUCH
FORWARD-LOOKING  STATEMENTS.  SUCH  FUTURE  RESULTS  ARE BASED UPON MANAGEMENT'S
BEST  ESTIMATES  BASED  UPON  CURRENT  CONDITIONS AND THE MOST RECENT RESULTS OF
OPERATIONS.  THESE  RISKS  INCLUDE,  BUT ARE NOT LIMITED TO, THE RISKS SET FORTH
HEREIN,  EACH  OF  WHICH  COULD  ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE
ACCURACY  OF  THE  FORWARD-LOOKING  STATEMENTS  CONTAINED  HEREIN.

GOVERNMENT  REGULATION
----------------------

     The  Company  originally  intended  to  provide telecommunications services
subject  to  the  rules  and  regulation  of  both  state and federal regulatory
agencies.  Interstate  telecommunications services are governed by the rules and
regulations  of  the  FCC,  while  intrastate  telecommunications  services  (or
services  provided within a state's  geographic  boundaries) are governed by the
particular  state  regulatory  authorities  having  jurisdiction  within  that
state.  During  the  last quarter of 1995  and the first three quarters of 1996,
the  Company applied for and received authority to act as a Carrier for domestic
and  international  telecommunications,  however this authority was cancelled in
last  quarter  1998.

SPECIFIC  LICENSING  REQUIREMENTS
---------------------------------

     The  terms  and conditions of the Company's telecommunications services are
subject  to  government  regulation.  Federal laws and FCC regulations generally
apply  to interstate telecommunications, while intrastate services are regulated
by  the  relevant  state  authorities.  Federal  Regulation.   The  Company  was
classified  by  the  FCC  as a non-dominant carrier, and therefore is subject to
minimal  federal  regulation.

COMPETITION
-----------

     The telecommunications industry is characterized by strong competition from
companies  of  all  sizes  and  capacities  for  technological  and  marketing
innovation.  As  such,  the  Company  acquired  subsidiaries  and made strategic
alliances  with partners who have products and services in the e-commerce field,
possess  innovative  patents  and  patents  pending.


                                                                               2
<PAGE>
The company has identified the English speaking countries in the Pacific Rim who
have  a  combined population of around 400 million people and are under-serviced
by  the  major telecommunications and e-commerce companies. These countries, are
called  the BIMP-EAGA  countries, consists of  Brunei,  Indonesia,  Philippines,
Malaysia  and  Australia.  These  areas  experience significantly higher calling
costs  and  are in the midst of a technological revolution. The Company, intends
to  offer  the public a unique  combination  of  communications  based services.
This  strategy  should  allow  BentleyTel.com  to  provide  low-cost
telecommunications,  e-commerce  Business-to-Business,  and  direct  consumer
products  to  BIMP-EAGA  Pacific  Rim  region.

KEY  PERSONNEL.
---------------

     The Company is dependent upon the skills of its new management team.  Every
subsidiary  has  an  experienced  team  of  executives  with many years in their
respective  industries.  The  key  members  are  Presidents  or  Executive  Vice
presidents  of  the  various  subsidiaries.  As such the key members have either
formed  or built-up the business or are long time senior employees with stock in
the  Company  and  therefore  should  demonstrate  loyalty  in  building  up and
expanding the infrastructure and Telecom industry in their country.  The Company
will  buy  key-man life insurance for senior management and key employees of the
Company.  See  "Business  -  the  Company's  Management  Team" and "Management."

LIMITED  MARKET  FOR  STOCK
---------------------------

     The  market  for  the common stock may continue to  be  volatile  depending
on  a  number  of  factors,  including  new  business  development,  industry
dynamics,  news  announcements,  significant international revenue, commencement
of housing construction and changes or improvements in the general  economy  and
the  roll  out  of  new  E-commerce  products  and enhanced services.  The stock
may  continue  to  exhibit  volatility and  no assurance can be given  that  the
price  per  share  will  increase.

DISCLOSURE  RELATING  TO  LOW-PRICED  STOCK
-------------------------------------------

The  Company's  common  stock  is  currently  listed  for  trading  in the over-
the-counter  market  on  the  NASD  Electronic Bulletin board which is generally
considered to be a less efficient market than markets such as  NASDAQ,  AMEX  or
other  national  exchanges.  The Company's securities are subject to the  "penny
stock  rules" adopted pursuant to Section 15 (g) of the Exchange Act.  The penny
stock  rules  apply  to  non-NASDAQ companies whose common stock trades  at less
than $5.00 per share or which have  tangible net worth of less  than  $5,000,000
($2,000,000 if the Company has been operating for three  or  more  years).  Such
rules require,  among other things, that brokers  who  trade  "penny  stock"  to
persons  other  than  "established  customers"  complete  certain documentation,
make  suitability  inquiries  of  investors  and  provide investors with certain
information concerning trading in the  security,  including  a  risk  disclosure
document and quote information under certain circumstances. In addition,  NASDAQ
has  announced  its intentions to make its trading rules for "penny stocks" even
more  stringent.  Many  brokers  have decided not to trade "penny stock" because
of the  requirements  of the penny stock rules and, as a result,  the number  of
broker-dealers  willing to act as market  makers in such securities  is  limited
and  may  decline  further  due  to  the  pending  additional  NASDAQ  rules.


                                                                               3
<PAGE>
PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

HISTORY  OF  THE  COMPANY
-------------------------

     The  Company  was  incorporated  in Florida on December 31, 1984, under the
name  Phoenix Hi-Tech, Inc.  The Company completed an initial public offering of
its equity securities on May 23, 1986.  On October 22, 1994, the Company changed
its  name  to  Global  TeleMedia  International,  Inc.  In  September  1997, the
Company's  shareholders approved the reincorporating of the Company in Delaware.

     In  September,  1993,  the Company acquired all of the equity securities of
Global  Wats  One,  Inc.  and TeleFriend, Inc.  (both collectively, "Global") of
which  Roderick  A.  McClain,  the  Company's  Chief  Executive  Officer and its
Chairman  of  the Board of Directors and Geoffrey F.  McClain, a director of the
Company,  were  the  principal  shareholders.  Roderick and Geoffrey McClain are
brothers.  See  "Certain  Relationships  and  Related  Transactions."

     In  October,  1994,  the Company licensed certain assets of the nutritional
division of the Company (its former business) and sold the Company's nutritional
marketing  Company, Market-share International, a wholly-owned subsidiary to L&M
Group,  L.C.  ("L&M"),  an  unaffiliated  third party.  On January 31, 1995, the
Company  entered  into  a sales and license agreement with L&M pursuant to which
L&M  acquired the rights to the Company's nutritional product line for royalties
from sales of the nutritional products based on a percentage of gross sales.  In
1998,  the  Company received no royalties; in 1997, the Company received a total
of  approximately  $35,000  in  royalties,  compared to a total of approximately
$115,000 in royalties, including certain guaranteed minimum amounts, received in
1996.  In the first quarter of 1998, the Company entered into an agreement under
which  an unaffiliated third party acquired all of the Company's interest in the
nutritional  products.  Since the culmination of these transactions, the Company
has  devoted  all  of  its  resources  to  its  telecommunications  business.

      The  Company  also funded seed money for UltraPulse Communications for the
development of "Broadband Spread Spectrum" wireless technology.  On December 17,
1998,  the principals of CyberAir Communications Inc., introduced the Company to
the  principals  of  Bentley House Furniture Company Inc.  (BHFC).  BHFC entered
into  a  share  exchange dialogue with the Company predicated on the contractual
agreement  with  CyberAir to act as its primary marketing arm (see 10QSB 9-30-98
and  10KSB 15/4/99) and a pending agreement to acquire UltraPulse Communications
Inc.,  which  had developed a broadband Spread spectrum technology.  The Company
had invested development capital in both CyberAir and UltraPulse to secure these
agreements.  The  Company  decided,  due  to  the requirement for $10 million in
funding  to prove the commercial viability of Ultrapulse, it could not commit to
the  project.  Pursuant to an agreement wherein the Company pre-paid $150,000 to
Cyberair  for  the  utilization of its technology, written conformation of which
was  provided  by  Cyberair  as  required  for  the  1999 audits, The Company on
December  19th  1999, gave formal written demand to CyberAir for the delivery of
the  pre-paid  service, however CyberAir was not able to deliver the service and
did  not  advise  when  it  might  be  able  to  provide  such  service.

     On  April  2, 1999, the GTMI, Inc. executed a share exchange agreement with
Bentley House Furniture Company Inc. a Philippine Corporation (BHFC). The merger
was  accounted  for  as  a  reverse  acquisition whereby BHFC was treated as the
accounting  acquirer  and  GTMI  as  the  accounting  acquiree. The accompanying
consolidated financial statements include the historical results of BHFC and the
consolidated  results  of  GTMI  as  of  the  date  of  merger.

     As  provided  by the Agreement, the BHFC stock was delivered into escrow on
March  20,  1999.  Shares  of GTMI stock were to be exchanged for the BHFC stock
pending  the  occurrence  of  certain conditions precedent, including the filing
with  the Securities and Exchange Commission of the Company's 1998 Annual Report
on  Form  10-KSB  and  its  Form 10-QSB for the quarter ended March 31, 1999 and
resolution  of  three  specified  pre-existing litigations.  Previous management
resigned  on June 30th 1999 and failed to file a complete10KSB as required under
the  merger  agreement. Due to this and other mandatory items that also remained


                                                                               4
<PAGE>
un-cured  an escrow was created to hold the exchanged shares on June 30th and to
remain  in  force  until  the  mandatory  items  were  cured.  Additionally BHFC
management  recognized  that  the  original  merger  documents  stipulated  that
specifically certain significant litigations /judgments would be resolved in the
following  manner,  WorldCom,  would  be  resolved  for  an amount not to exceed
$300,000,  IEX  would  be  resolved  for  an  amount  not to exceed $50,000, K&S
Extelcom  corporation  would  be  resolved for an amount not to exceed $325,000.
BHFC,  in  agreeing  to  the  merger, relied on these stipulations and agreed to
place  its  shares  in  escrow  pending  the  resolution  of these items. It was
specifically stated in the merger agreements that if these were not resolved the
escrow  would  be  considered  breached,  the  merger would be abandoned and the
shares  in  escrow  returned  to  the respective parties. On June 30th 1999, the
entire  management  of GTMI resigned without resolving these items. The Board of
BHFC  met  in  Newport Beach to discuss the matter and it was agreed that rather
than  breach the escrow, which would in effect leave GTMI without management and
any  ability  to  meet  its debts, it would be continued until the three matters
were  resolved.  Jonathon  Bentley-Stevens,  Regina  S. Peralta agreed to assume
management  of  GTMI without salaries or bonuses for the years 1999 and 2000  in
an  effort  to  resolve  these  three  items and restructure the company, retain
attorneys  to  resolve the outstanding litigation(s) and negotiate to reduce the
debts.  During  that  meeting the board of directors of both companies agreed to
release  17,757,083 restricted shares to Jonathon Bentley-Stevens and 11,838,056
restricted  shares  to  Regina  S. Peralta as their only benefit in assuming the
management responsibility and restructuring the company.  Their 4,000 series "A"
shares  issued  and the exchanged BHFC shares would remain in escrow pending the
resolution  of  the  original  three litigations mentioned in the share exchange
agreement.  Since  then,  new  management  has  followed  its debt-restructuring
schedule and reduced the  Company's  debt  by  resolving  a  significant  number
of  the  debts  and  legal  disputes.

BHFC  operating  as  a  wholly owned subsidiary will allow the Company to have a
manufacturing  base, whereby furniture and wood  products  can  be  manufactured
for  the  housing  and  resort  industries. Management's  plans  are to reinvest
any  profits  from this line of business to further reduce its debt and fund new
operations  in  the   telecommunications  arena.

THE  BUSINESS  PLAN
-------------------

The  Company's  prior  Business  Plan  developed  by  previous  management  (the
"Business  Plan")  for  a  nationwide  telecommunications business failed due to
problems  associated  with  its  switching  platform  and the lack of sufficient
capital  to  implement the Business Plan. The Business Plan required the Company
to  direct  marketing  and  sales  efforts  to  its Carrier Services Businesses.
Compliance  with  the  Business  Plan required the Company to obtain significant
financing,  which  the  Company was unable to procure on favorable terms. Due to
insufficient  resources  and  an  untenable  operation plan, previous management
abandoned  the  Business  Plan.

Under  New  Management  the  Company  expended  considerable  effort  in  the
investigation  of new technologies that would afford the Company an advantage in
the  marketplace.  Management  believes that these new technologies will play an
important  part in achieving and retaining market share. Accordingly, management
has  formulated  a  Business  Plan  (the  "Plan")  that  incorporates  marketing
new  technology  and  the  manufacturing  base  of  BHFC.

In building upon BHFC's manufacturing base, the Company can profit from existing
BHFC contracts. Prior to the merger BHFC had completed numerous hotel and resort
projects  including  a contract to manufacture furniture and furnishings for the
Karamunsing  Hotel  in  the resort city of Kota Kinabalu, Malaysia. In addition,
BHFC  is  provisionally  awarded  a  contract  to  build out the interior of the
EcoTech  Hotel in Sydney, Australia. The contract for the EchoTech Hotel project
was  delayed  due to the 2000 Sydney Olympic games construction, but the Company
expects  to  commence  manufacturing  in  year  2001.

The  Plan  also  incorporates  BHFC's  25-year contract to construct one million
government  employee  houses.  A  Canadian/Philippine  "AAA"  rated  Rapid-Built
Modular  housing  builder  will  use  a patented computer designed technology to
construct  the  houses. As part of the Plan, the Company has signed a thirty-one
million dollar contract with Integrated Philcan, Inc., a subsidiary of HRS Steel


                                                                               5
<PAGE>
in  Canada. Integrated Philcan has opened offices in Makati, Philippines and has
confirmed  that  the  Canadian  Government through CIDA as approved $288,000 for
initial  training  of the assembly workers The contract is fully guaranteed by a
Philippine  National  Housing  Authority  and  calls  for  the Company to be the
exclusive  provider  of local and long distance telephone, cable TV and Internet
services  to  the  one  million  government  homes  to  be  constructed.

     BHFC  is  located  in the "Free Trade Zone"  in  Mindanao's  largest  city,
Davao, which is part of the BIMP-EAGA (AFTA, Asian Free Trade Agreement) between
Brunei,  Indonesia,  Malaysia,  the  Philippines  and Australia.  Similar to the
NAFTA,  BIMP-EAGA  is  located  in  the  Pacific  Rim  encompasses  a  combined
population  of  over  400  million  mostly  English  speaking  people.

     The  BHFC  factory  is  believed by management to be one of the largest and
most  modern  furniture  factories  in  the Philippines. BHFC equipment includes
BACCI  Italian shaping machines, high frequency microwave wood bending machines,
Italian  automated heated spray booths and other specialized machinery. The BHFC
factory  has  a  certified  output capacity of 10,000 finished pieces per month.
BHFC  utilizes  mahogany,  teak  and  other  hardwood  timber  from  plantations
controlled  by  BHFC to supply hotels and resorts under construction with timber
and  interior  furniture.  However,  the  plant  is on stand-by until sufficient
capital  is  available  to  resume  production.


GTMI  has  entered  into  a 5-year contract with reknowned architect Paul Thoryk
under  which  GTMI  through its subsidiary BHFC will create an exclusive line of
furniture  for hotels and exclusive residences which Thoryk is designing. Thoryk
has  contracted  to  deliver  $75  million  in revenues over a 7 year period. In
exchange  for  the contract. Thoryk will receive 5% of the shareholding in GTMI.
His shareholding will be earned proportionate to the contracts he delivers. BHFC
has already commenced manufacturing samples for Paul Thoryk. As soon as revenues
permit,  GTMI  intends  to bid to supply communications and services to the same
hotels  that  BHFC  outfits.


     The  construction  of  housing and the exclusive supply of telephone, cable
and  Internet  services to newly constructed homes, links the core-manufacturing
platform  of  BHFC  with the technology provided by GTMI. The income stream from
these  existing  businesses  is  expected  to  generate  profits,  which will be
re-invested  in  the  communications  and  e-commerce  sales  arena.

BUSINESS  COMBINATIONS
----------------------

     New  management,  having  spent  considerable  funds  and  effort  in  the
investigation of new technologies, concluded that the future of the Company lies
in  e-commerce  web-hosted  products,  unified  messaging  and  other  enhanced
web-based  services. The Company will act as a wholesaler of BentleyTel products
using its $14 million equity private placement to purchase /lease the BentleyTel
Smart-e-Cash  machines,  act  as  a  wholesaler  for  the  Snap  & Send Card and
Smart-e-Card  and  plans  to  develop  a  sales  force  which  will perform on a
commission  basis  and  sell  or  distribute  the  products.

     On  April  2,  1999,  the  Company,  via  a share exchange, and pending the
occurrence  of  certain  conditions precedent, acquired 100% of BHFC in exchange
for  29,595,139  common  shares  of  GTMI  and  4,000  shares of Series "A" GTMI
Preferred  Shares (Series "A" Preferred Shares are convertible at 208,274 shares
of  GTMI  common  stock  per  1  preferred  share).

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
--------------------------------------------------

     BentleyTel.com ("BentleyTel"), currently operating as a subsidiary of GTMI,
was  incorporated  in  Nevada on September 30, 1999.  It was founded by Jonathan
Bentley-Stevens  and  Regina S. Peralta for the purpose of acquiring entities in
other  countries previously identified by Mr. Stevens during his visits to those
countries  in  the period 1994-1998. At the time of incorporation of BentleyTel,


                                                                               6
<PAGE>
GTMI had a staff of one, and lacked funding, licenses, or resources to establish
a  subsidiary  and  or  acquire  other  companies.  The  BentleyTel.com Board of
Directors  consisted of Mr. Bentley-Stevens, Ms. Peralta. Mr. Bentley-Stevens is
the  Chief  Executive  Officer, Ms. Peralta is the Executive Vice President, and
Mr. Tang is the Chief Financial Officer with Mr. Bentley-Stevens and Ms. Peralta
collectively owning 100% of the issued and outstanding stock, on the Date of its
incorporation.

     BentleyTel.com  Inc.  then  proceeded to acquire the three companies: Octa4
Pty.  Ltd.  Located  in  Darwin,  Australia,  3G Communications, Inc. located in
Davao,  Philippines  and  DynaSem  Communications  Sdn. Bhd. located in Kuching,
Malaysia.  The  acquisitions  have  provided  the  Company  with  income  from
long-distance  telecommunications,  e-commerce  business,  ISP  services  and
technology training. These companies were acquired for an exchange of BentleyTel
stock  and  $400,000  in cash provided by Mr. Stevens and Ms. Peralta. Following
the acquisitions, the presidents of the three acquired entities became directors
of  BentleyTel.com,  Inc.

     As  of  September  30th  1999,  GTMI had no operations, funding or business
plan. On October 11, 1999, Mr. Bentley-Stevens proposed an arrangement such that
GTMI  could  eventually  acquire majority shareholding of BentleyTel. He sought,
and  received  approval from the three subsidiaries. During due diligence by the
three technology companies it was disclosed that the GTMI/BHFC shares were still
in  escrow  pending  resolution  of  the  WorldCom,  K&S  and  IEX  litigations.
Recognizing  the  existing  judgments  and  litigations against GTMI which could
impact  on  the  three companies if BentleyTel became a subsidiaries of GTMI, an
identical escrow agreement was created to protect the subsidiaries and give GTMI
time  to  resolve  these  pre-existing items. Mr. Stevens then further agreed to
surrender 97 shares of his own Preferred series "A" (equivalent to approximately
20  million  common shares) back to the Company in order that the same number of
shares be available for escrow and exchange and that the eventual acquisition of
BentleyTel  would  not  dilute  current  GTMI shareholders. This, with the other
share exchanges completed to acquire the three subsidiaries, further reduced the
BentleyTel shareholding of Mr. Bentley-Stevens to 22%, and Ms. Peralta to 14.6%.
In  connection  with  the  share  exchange,  Mr. Bentley-Stevens and Ms. Peralta
received no consideration or compensation of any kind.  The transaction has been
approved by the Boards of Directors of the Company and the Board of Directors of
BentleyTel.  The exchanged shares remain in escrow pending the resolution of the
WorldCom,  IEX  and  three  original  litigations  of  GTMI  as specified in the
original  GTMI/BHFC  share  exchange  agreements.  The  Board  of  Directors  of
BentleyTel  has  agreed  to  allow BentleyTel to operate as a subsidiary of GTMI
while  their  shares  remain  in  escrow  pending resolution of the litigations.


BENTLEYTEL.COM,  INC.,  GROUP  OF  COMPANIES-DESCRIPTION
--------------------------------------------------------

     The  BentleyTel.com  Group  of  Companies (www.bentleytel.com)now includes:

     a)  Octa4  Pty. Ltd. is an Australian ISP and has the only private National
Fiber  Optic  Ericsson  Tigris  ITSP,  ISP, VPN, VoIP capable network connecting
every  state of Australia. Established in 1991, Octa4, now BentleyTel Australia,
Headed  by  Felino  Molina,  a  former  University Physics Lecturer, offers VPN,
secure  Virtual  Private  Networks  to businesses, and ISP to 4,000 + members as
well as offering ISP, virtual ISP, VPN (Virtual Private Networks) ITSP, Internet
Telephony Service Provider and e-commerce to every Australian state, the Company
in  planning  to  enable  its  VoIP  services  in  mid  2000. Octa4, developed a
real-time  credit card clearing platform, which is in use by some clients of the
largest  banks  in  Australia  for almost one year. Octa4, located on the web at
www.BentleyTel.com, had also developed the original secure "Centrebet" website a
------------------
gaming  and  betting  system  licensed  by  the  Australian  Northern  Territory
Government.  (www.centrebet.com) Operating on the internet since 1996, Centrebet
(now  operated by Jupiters Casino) and has reported revenues of over $20 million
per month. Following its acquisition by BentleyTel, Octa4 Pty. Ltd, was named by
the  government  in  November  1999,  as  a member of a consortium together with
COMPAQ,  NEC,  CABLE  & WIRELESS/OPTUS and NIELSEN and was successful in winning
its share of a 5-year $100 million government contract. BentleyTel.com Australia
now  provides  ISP/VPN & ITSP services to the Northern Territory Government with
Cable  &  Wireless/Optus  providing  LAN/WAN  systems.  BentleyTel has developed
secure  software  to  enable  government  employees


                                                                               7
<PAGE>
to  access  secure  files  from  remote  locations.  In  June  1 2000 BentleyTel
completed  its  part  of  the  contract  and  on  December  1st 2000 began total
management  and  internet  hosting  including dialup for the Australian Northern
Territory Government. BentleyTel currently has 4,800 clients and has added 5,100
government  clients.  The  Company  was awarded with the NT Government contract,
network  currently  generates  $250,000  per  month  with  steady  growth and is
expected  to  ramp  up significantly as more government workers come on line and
commenced  to  utilize  the Company's VoIP network to make cheaper long distance
calls  within  Australia.

     b)  3G  Communications,  Inc.,  located in Davao, Philippines, has operated
since  1995  and  is headed by Socrates Palabyab, who has been the key figure in
rolling  out programs for the major Philippine telecoms. 3G owns and operates 36
mobile  satellite  long  distance  tele-centers.  When 3G was acquired it had 18
sites,  now  as  BentleyTel.com  (Phils)  it  has  deployed  36  GSM  Wireless
Tele-Centers  and  Kiosks  in Mindanao. 3G now BentleyTel.com Phils was nine (9)
months  ahead  of  schedule,  completing 70% of the year's roll-out in the first
quarter  of  2000. Due to the downturn in the Philippine economy the company has
suspended  its  expansion  plans  and  will  focus  on marketing in its existing
locations.  3G  has  partnerships  or  strategic  alliances with Globe, Digital,
Philcom,  Philtel  and PLDT. 3G now is the dominant telecom provider to 36 towns
with a combined population of aprox.1.5 million, offering enhanced services such
as  e-mail,  telegram,  fax  and  other  B2B  and  B2C  products.

     c)  DynaSem  Communications,  Inc.,  ("DynaSem")  located  in  the  city of
Kuching,  Malaysia,  is  a  computer  sales  and  technology  training  company.
Headed  by  Dr.  Morni  Kambri, DynaSem, now BentleyTel.com Malaysia will assist
with  technology  transfers  between  the  BentleyTel.com companies and to train
BentleyTel.com  personnel  in VOIP, ISP, secure data transfer and e-commerce. It
is  anticipated  that  the  acquisition of DynaSem will facilitate the Company's
entry  into  the  Malaysian Multi-media Super Corridor, on the world-wide web at
www.mdc.com.my,  The  MSC  is  building  a 20 mile long 1 mile wide 2-10 gig per
second  fiber  optic  technology  development  corridor.  The  chairman  of  the
Committee  is  Microsoft's  Chairman Bill Gates and over 320 companies including
Microsoft,  NEC,  Netscape,  Siemans,  Sun  MicroSystems, and Oracle. BentleyTel
which  is committed to interacting with those companies, is also associated with
the  Tun  Abdul  Razak  University  which  has  12  campuses.

Given  the  expected  growth  and continued need for capital, BentleyTel intends
to  conduct  an initial public offering or merge with an existing  public entity
to  enable  it  to  raise  its  own  operating  capital.

OPERATIONS,  CONTRACTS  AND  PROJECTS.
-----------------------------------------------

CONSTRUCTION  CONTRACTS:
-----------------------

     BHFC  maintains  existing  contracts, including joint venture contracts for
construction  of  Philippine government employee homes.  The contracts have been
executed  on  behalf  of the Philippine National Police, the Armed Forces of the
Philippines,  the  Department  of  Interior of the Philippines and several local
Philippine  government  arms.  Subdivisions  are presently delineated and nearly
all  necessary  permits  needed  to  commence  construction  have  been secured.


     Construction  contracts,  pursuant  to  the  development  of the Philippine
employee government homes, have been executed with San Antonio Housing Systems &
Technology, Inc. and a Canadian modular housing construction Company, Integrated
Philcan, Inc., subsidiary of HRS Steel. Both companies can produce "Rapid-Built"
modular  houses  and  maintain  factories  in the Philippines. The companies are
fully  licensed and accredited with and by the Philippine Government. Integrated
PhilCan Inc. has opened offices in Makati, Philippines, and has advised that the
Canadian  Government  through CIDA has approved a $288,000 grant for the initial
training  of  local  assembly  workers.  This  contract  in  on  standby pending
availability  of  funding.


                                                                               8
<PAGE>
     Pursuant  to  a  Philippine Presidential Proclamation, BHFC was awarded the
Land  Conversion  Project, which granted BHFC a 50,000 acre tract of land in the
Philippines  to  reforest  and  convert  the  original mahogany, teak, and other
hardwood  forest  into  palm  oil  and  coffee commercial plantations. BHFC will
extract  the original timber and replant fruit bearing trees, at a ratio of 450%
positive  over  existing  standing timber. This will result in the recovery of a
large  quantity of hardwood which will be removed and processed by BHFC over the
next  8-10  years  for  anticipated  hardwood  sales and furniture manufacturing
components.  BHFC  is  the  Managing  Partner  of  the  project  and  Jonathon
Bentley-Stevens  is  the  Attorney-in-Fact  for  the duration of the project. By
contract, the project is expected to expand up to 500,000 acres over the next 48
years. Funds derived from the project will be utilized to acquire and expand the
Company's  telecom and e-commerce divisions. This contract is on standby pending
availability  of  funding.

BHFC  had  anticipated  construction  to  begin during 2000. However, Management
decided  to  focus  on  restructuring, debt reduction and resolution of existing
litigations,  which  consumed  management's limited financial resources, and the
factory and construction projects were placed on standby while the restructuring
continued.  Considering  the Company's condition at the time new management took
over  it  was impossible to raise equity funding as the Company had fully issued
its  authorized shares and the debts and litigations prevented raising funds via
debt  financing. In view of this, the two major shareholders agreed to surrender
their personal shares to raise funds for the resolution of the debts, payment of
legal  fees  and restructuring while at the same time developing a business plan
to  encourage  lenders  to  look  beyond  the  state  of  the Company and extend
financing  facilities . Due to their efforts the debts were sufficiently reduced
and  the  Company  sufficiently  restructured  to  be  offered and execute a $14
million  equity  private  placement  against which the Company has already drawn
down.  The  Company is in constant contact with its contracting partners and all
parties  agree  to  commence  construction  as  soon  as  revenues  permit.


TECHNOLOGY  CONTRACTS:
----------------------

On  January  26th 2000. the Company entered into a co-development agreement with
Richardson  Texas  based  Data  Exchange  Inc. (DEI) to assist in developing the
MessagePilot.  DataXchange  has  filed  for  a patent on the MessagePilot TM and
BentleyTel  utilized  its  previously  developed  software  to  accelerate  the
development  of  the  Unified  Integrated  Messaging  System. This agreement was
terminated  in September 2000. Despite the payment by GTMI major shareholders of
$450,000  in  cash  and  a  similar amount in software engineering costs DEI was
unable  to deliver the product and the agreement was terminated. Since that time
the  Company  has  signed  a  3-year  agreement  with  Ericsson  which  includes
co-ownership  of  patents  and  software jointly developed and gives the Company
access to the Ericsson Global Unified Messaging a fully operational system which
will  be  offered  on  the  BentleyTel  Smart-e-Card  and BentleyTel AcSys Card.


     On April 28th 2000 BentleyTel entered into a contract for the manufacturing
of  its proprietary Smart-e-Card with Moore Business Systems, one of the largest
manufacturers  of  credit/debit  cards.  Once manufacturing is in full operation
Moore  has committed to a 7 day fulfillment of orders for BentleyTel Snap & Send
and  other  card  products. The company has paid the initial production cost and
expects  delivery  in  may  2001.

     On  15th  of  February  2000, BentleyTel entered into a marketing agreement
with  Cambridge  Marketing for the development of telemarketing scripts for sale
of  BentleyTel  products  and  services. With the imminent release of the Snap &
Send  card,  the  Company  intends  to  work closely with Cambridge marketing to
direct  clients  to  the  sales  locations  and  tele-market  the  product.

     On  15th  June  2000  BentleyTel entered into a marketing agreement for the
distribution  and  sale  of its Smart-e-Card with Big Wheel Promotions, a Dallas
based  marketing  company,  which  specializes  in  event  marketing  and  brand
recognition.  Big Wheel is an agent for Corona Beer and Western Union as well as
well  known  celebrities.


                                                                               9
<PAGE>
         On  September  3rd  2000, Global executed a distribution agreement with
NICO  Telecom  (formerly  Far  East  Ventures  Inc.)  for  distribution  of  the
BentleyTel  Smart-e-Card  throughout FEVI's wholesale distribution network which
has  approximately 50,000 locations in 42 states. NICO, through its wholly owned
subsidiary,  SCI,  has  operated a prepaid calling card business since 1995. The
Company has a $1.3 million purchase order for its card products and expects NICO
to  accept  delivery  as  soon  as  the  product  is  available.

     On  September  18, 2000, BentleyTel executed a memorandum of agreement with
Ericsson  Australia  for  the  continued development of specialized software and
advanced  billing  platforms.  As  a result BentleyTel and Ericsson will jointly
own  any  patents,  products  and  software  developed  under  this  agreement.

     On  November  30th 2000, Global executed a three year agreement with Sprint
under  which  Sprint will deploy and monitor the frame relay lines necessary for
the  BentleyTel Smart-e-Cash machines to be "real-time" 24 hours a day, 7 days a
week.  The  services  provided  by  Sprint  include  installation  and  24  hour
monitoring  to keep the machines of the frame relay that enables the machines to
remain  "on-line,"  an  essential  element  of  BentleyTel's service to business
customers.

     On  December  11,  2000,  global  executed  a  distribution  agreement with
Universal  Express,  Inc.  ("USXP")  for  the  possible placement of up to 1,600
Smart-e-Cash  machines  in  the  USXP's  member  locations throughout the United
States  and  South  America.  Universal  Express,  Inc.  has approximately 7,500
Universal  Express  and  Postal  Business  Center  Network  (PBC Network) member
locations  that  USXP  and  Global  are  in  the  process  of pre-qualifying for
installation  of  the  Company's  Smart-e-Cash  Automatic  Banking Machines. The
agreement  with  USXP  will  save  the  Company  the cost and time of developing
advertising  and  promoting public awareness. The USXP/PBC network includes many
Mailbox  Etc  stores.  Pursuant  to  the  agreement  with USXP, it has agreed to
co-operate  in the marketing of BentleyTel machines availability in high traffic
locations.

On  December 21, 2000, Global TeleMedia executed a $14 million private placement
agreement,  the  proceeds  of  which  are  to  be  targeted  for  its whole sale
deployment  of  BentleyTel  cards,  and  BentleyTel  Smart-e-Cash  Machines.

CHANGES  IN  MANAGEMENT
-----------------------

     JONATHON  BENTLEY-STEVENS,  effective April 2, 1999, was appointed Chairman
of the Board, Chief Executive Officer and President of the Company, the posts to
which  he  was appointed was as a result of the Company's acquisition of Bentley
House  Furniture  Company,  Inc. ("BHFC") in March, 1999. Mr. Bentley-Stevens is
the  current  Chief  Executive Officer of Bentley House Furniture Company, Inc.,
now  one  of  the  Company's subsidiaries. He is also President of Bentley House
International  Corporation (Seychelles) and President of BentleyTel.com Inc. Mr.
Bentley-Stevens  is  the author of the Bentley-Tricap Ancestral Land Development
Plan,  currently in use in the Republic of the Philippines ("ROP") as a platform
for  infrastructure  and  technological  development.  He  is  the author of the
BentleyTel.com  business  plan,  marketing  plan  and  the  architecture  of the
BentleyTel  range  of  products  and  services  .

     REGINA  S.  PERALTA  effective  April  2, 1999, was appointed the Company's
Executive  Vice  President,  and  has  also been a director of the Company since
March, 1999.  Ms. Peralta's family founded Bentley House Furniture Company, Inc.
and  she  has  served  as  its  President  for  the  past  18 years. Ms. Peralta
previously  served  as  a  board  member  on the Philippine chamber of furniture
industries.

     DAVID TANG was appointed Chief Financial Officer of the Company on July 22,
1999.  In November 1999, Mr. Tang was also appointed Chief Financial Officer for
BentleyTel.com,  Inc.  Mr.  Tang  is  a  Certified Public Accountant licensed in
California  practicing  in  the  fields  of  accounting  and taxation.  Prior to
starting  his  practice  in  1990, Mr. Tang worked at Price Waterhouse and Ozur,
Andersen  &  Radder,  Certified  Public  Accountants.  Mr. Tang is a graduate of
McGill  University in Montreal, Canada and has worked in public accounting since
1982.


                                                                              10
<PAGE>
     RENATO  DE  VILLA  has served as a director of the Company since June 1999.
General  de  Villa  has  served  as  a  Four  Star General Chief of Staff of the
Philippine  Army from 1991 through 1997 and was Secretary of National Defense of
the  ROP.  He  is  currently a Director of the Bank of the Philippine Islands in
Manila,  ROP.  General  de  Villa's  principal  occupation  is  as  Chairman and
President  of Independent Insight, Inc., a risk control organization firm in the
Philippines.  He  is  also  advisor  to  the  Chairman  of  Ayala Corporation, a
Philippine company with annual sales of over $1 Billion.  General de Villa holds
a  B.S.  in  Economics  and  a  M.A.  in  Business  Management. On March    2001
Gen.  Renato  de Villa was appointed Executive Secretary to the President of the
Philippines  ,  a  post  similar  to Prime Minister, as a result of this Gen. De
Villa  had  to  step  down  as  a  member  of  the  board  of  directors.

     JOHN  WALSH  on  December  1, 1999, succeeded Rene Fruto as Chief Operating
Officer  of the Company. From 1995 to 1999 Mr. Walsh served as Vice President of
The  Wickford  Group which is a telecommunications consultant group specializing
in  the switchless re-sale, international callback and debit card industry. From
1993 to 1995, Mr. Walsh served as the Executive Vice President and Partner of US
Dialtone  which  specializes  in  international  long distance and international
debit  card  network  permitting origination in 47 countries. From 1991 to 1993,
Mr.  Walsh  served as the Senior Vice President of INTEX Inc., a nationwide long
distance  Company which produced $1,200,000 in monthly sales. From 1988 to 1991,
Mr.  Walsh  served  as  the Vice President and Partner of TelTec Inc., a company
offering  debit  cards,  operator  services  and long distance. In addition, Mr.
Walsh  has  held  positions  ranging  from  sales  engineer,  regional
telecommunications  manager and senior national account manager for GTE, FMC and
MCI.  Mr.  Walsh briefly held the position of Chief Executive Officer of GTMI in
1995,  but  conflict  with  previous  management over Mr. Walsh's strict control
measures  resulted  in his dismissal. Unfair dismissal litigation was settled in
Mr.  Walsh's  favor  in  August  1999.  Upon  review  of  Mr.  Walsh's file, new
management  asked  Mr.  Walsh  to  rejoin  the  company.

     RAMON A. TIROL is a licensed attorney in the Philippines, and has served as
a  director  of  the  Company since June 1999.  Mr. Tirol served as a Philippine
Ambassador  to  Brunei  from  February, 1995 through June, 1998, when he retired
from  official  public  service.  Prior to his position as Ambassador, Mr. Tirol
served as a commercial Attach  to Bonn, Germany from 1956 to 1961.  From 1989 to
1994, Mr. Tirol served as Chief Presidential Legislative Officer to President F.
V.  Ramos  in  the  ROP.

     ROBERTO  S.  SEBASTIAN  has been a director of the Company since June 1999.
He  is  currently  President,  Chief Executive Officer and a Director of Marsman
Drysdale  Agribusiness  Group  of Companies, a corporate agribusiness located in
the  Philippines.  Mr.  Sebastian  is  also  a  senior executive and director of
several  affiliated  agribusiness  companies.  From  1992 to 1996, Mr. Sebastian
served  as  Secretary  of Agriculture of the ROP.  Thereafter, from 1996 to 1997
Mr.  Sebastian  served  as Special Envoy for Agriculture of the ROP to the World
Trade  Organization.

     JOEMARI  D.  GEROCHI  has  been  a director of the Company since June 1999.
From  July  1992  until  May  1998,  Mr.  Gerochi  served  as  Undersecretary of
Agriculture  of  the  ROP.  Mr.  Gerochi  has also served as a consultant to the
World  Bank on Agriculture in the ROP, and as a representative of the ROP to the
GATT  Conference.  Mr.  Gerochi  is currently President of  FairConsult Inc., an
environmental  consulting  company.

     YAM  PG  ANAK  HJ  ABDUL  WADOOD BOLKIAH has been a director of the Company
since  June  1999.  Prince  Wadood Bolkiah is the eldest nephew of the Sultan of
Brunei.  In  Brunei,  he  is  the  Chairman  of National Broadcast Media, Sebcom
Technology,  and Communication Brunei, which are all well known Brunei broadcast
and communications companies.  Prince Wadood Bolkiah is also the Chairman of the
Entertainment  Production  Group of Brunei, BSB Brunei, which is a marketing and
sales  promotion  company  in  Brunei  promoting  the  country.


                                                                              11
<PAGE>
     All  of  the  current directors were re-appointed to the Board of Directors
by  the  shareholders  at  a  general  meeting  held  on  October  7th  2001.

EMPLOYEES
---------

As  of  December  31st  2000, the Company and its subsidiaries had 103 full time
employees,  including executive personnel. The Company intends to hire personnel
as  the  development  of  the  Company's  business  and additional financing for
operations makes such action appropriate. The change of former key personnel has
had  a  positive  effect  on  the  Company's  business. The Company has retained
qualified  personnel  knowledgeable  of  the  Company's industry to re-build the
telecom  business  and  such personnel have agreed to become full time executive
staff  as  soon  as  revenues  permit.

FORWARD  LOOKING  STATEMENTS.
-----------------------------

     This  Report may be deemed to contain forward-looking statements within the
meaning  of  the  Reform  Act.  Forward-looking  statements  in  this  Report or
hereafter  included  in  other  publicly  available  documents  filed  with  the
Commission,  reports  to the Company's stockholders and other publicly available
statements  issued  or  released by the Company involve known and unknown risks,
uncertainties  and other factors which could cause the Company's actual results,
performance  (financial  or operating) or achievements to differ from the future
results,  performance  (financial  or  operating)  or  achievements expressed or
implied  by such forward-looking statements.  Such future results are based upon
management's  best  estimates  based upon current conditions and the most recent
results  of  operations.  These risks include, but are not limited to, risks set
forth  herein,  each  of which could adversely affect the Company's business and
the  accuracy  of  the  forward-looking  statements  contained  herein.

     There  is  a  limited  public  market  for  the Company's Common     stock.
Persons  who  may  own  or  intend  to  purchase  shares of Common  stock in any
market  where  the  Common     stock  may trade should consider the risk factors
discussed  herein,  together  with  other information contained elsewhere in the
Company's  reports,  proxy statements and other available public information, as
filed with the Securities and Exchange Commission, prior to purchasing shares of
the  Common  stock.

SUPPLEMENTARY  INFORMATION
--------------------------

     Although the Company was formed in 1984, it had many of the characteristics
of a development stage Company. Since the acquisition of Bentley House Furniture
Company,  change  of  management,  and  the  acquisition  of  BentleyTel.com and
subsequent  international  Company  acquisitions,  all  of  which  own  their
proprietary  equipment,  the  Company  has  become an asset based manufacturing,
construction  and  telecommunications  corporation.

     Since  the  reverse  merger  the  new  management  has  executed negotiated
agreements  with  principal  creditors  that,  once fully consummated would have
effectively  reduced  the  Company's  liabilities  by over $20 million. However,
payments  to these creditors have yet to commence. In order to resolve these and
other  debts,  litigations,  legal  fees,  accounting,  restructurings  and debt
reduction,  and  operating costs. The Company's principal shareholders have paid
in  capital  of  approximately $6,800,000, and intend to continue to resolve the
remainder  of the Company's prior litigation by cash settlement, bank instrument
or  part  cash  and  stock  on conditions favorable to the Company. The previous
management  failed  to  remit  payroll  withholding taxes, which resulted in the
Company's  liability  of more than $770,000 to the Internal Revenue Service. New
management  has  since  paid $355,100 and is engaged in 22 month workout program
with  the  IRS  regarding  the  balance.


                                                                              12
<PAGE>
ABILITY  TO  MANAGE  NEW  BUSINESSES.
-------------------------------------

     BHFC  is  comprised  of companies which have been in existence for 45 years
and  23  years,  respectively,  of  which  the  majority  of personnel have been
retained.  BentleyTel is not only  a re-seller of another carrier's services but
an ISP and VoIP carrier in its own right  in Australia, its largest client being
the  Australian  Northern  Territory  Government and has 36 GSM digital wireless
TeleCenters  deployed  in  the  emerging  East-Asian  market.
See  "Business  Combinations."

ITEM  2.  DESCRIPTION  OF  PROPERTIES.
--------------------------------------

a)   In August 1999, the Company has entered into a five-year operating lease at
     4675  MacArthur  Court,  Suite  710,  Newport  Beach, CA 92660. The monthly
     rental  is  $7,836  and  the lease is with an unaffiliated third party. The
     Company  has  built  an office/factory complex, located in the tax and duty
     free  zone  in  Davao  City Philippines. The eight-acre compound contains a
     three-acre facility to manufacture furniture. This secure compound totals 8
     acres with 3 acres under roof. This eight million dollar two story facility
     houses  the Company's Pacific corporate offices and manufacturing facility.
     The  facility  will  manufacture  and  export high quality hotel and resort
     furniture  and communications assembly and installation. The facility is on
     standby  pending  availability  of  funding.


b)   The  Company  has  an 8.5 acre telephone pole manufacturing facility , BHFC
     Creosoting  Inc. purchased in 1998 and located in Butuan city, Philippines.
     It  features a private loading pier and ship-side facilities. This facility
     was  built  and  operational  since 1976. There has been a challenge to the
     ownership  of  this facility and the Company is defending its position. The
     challenge  was  made  by  an  individual  claiming  to  represent  a  major
     multinational  corporation.  However,  the  Company  has  obtained  sworn
     testimony  by  the  General  Manager  of  the  multi-national  corporation,
     confirming that the representations made by the individual are false, he is
     not,  and  never  was an officer of the Company as stated in the complaint.
     The multi national Company has further confirmed in a sworn statement given
     to  the SEC that it has no action against GTMI/BHFC nor any of its officers
     and  was  not  involved in filing the said spurious litigation. The Company
     has  instructed its Philippine counsel to file perjury and criminal charges
     and  also  seek  monetary  damages  against  the  individual.

c)   The  company  leases  offices  in Darwin Australia and has its own national
     network  with  a  POP (point of presence) in every capital city. BentleyTel
     offers ISP, VPN (Virtual Private Networks) and VoIP as well as a wide range
     of  enhanced  B2B  and  B2C services. BentleyTel.com Australia is part of a
     consortium  with  NEC,  Compaq  and  Cable  & Wireless/Optus to provide the
     Australian  Northern  Territory  Government  with  Internet access, VPN and
     LAN/WAN  over  the  next  5  years.  BentleyTel.com  also  developed  the
     international  gaming  site  www.centrebet.com,  licensed by the Australian
     Government  and  now  operated  by  Jupiter's  casino. BentleyTel had a non
     competition  agreement  for the gaming software which has expired and there
     have  been  several  approaches  to  BentleyTel  to  set  up  similar sites

d)   The  company has offices in Davao City and owns and operates 36 GSM digital
     wireless  TeleCenters  and  call  kiosks  in  Mindanao.

e)   The  Company  has offices in Kuching Malaysia and offers computer sales and
     IT  training.  BentleyTel Malaysia is affiliated with the Kuching campus of
     the  Tun  Abdul  Razak  University.  The  University has 10 campuses and is
     expected  to  be  a  source  of highly skilled computer engineers and B.Sc.
     graduates  of  computer  science  for  the  Company.

f)   The  Company  retains  an  office  in  Atlanta Georgia where the operations
     monitor the manufacturing, marketing and distribution of the Company's Snap
     &  Send  cards,  Smart-e-Card  and  BentleyTel  AcSys  card  products.


                                                                              13
<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS  AS  OF  DECEMBER  31  1999
--------------------------------------------------------

     CAM-NET Litigation.  On February 20, 1997, a complaint was filed by CAM-NET
     -------------------
Communications  Network, Inc.  ("CN") in federal court for the Northern District
of  Georgia,  (197-CV-0448).  The  complaint  sought  recovery on two promissory
notes  in the total principal amount of $250,000, together with interest thereon
to  February  17,  1997  of  $21,071.70, additional interest to date of payment,
attorney's  fees,  costs  and expenses.  The Company had offered a split payment
cash  settlement  in  this  matter.  As  at  Dec  31  2000  interest  accrued is
$81,764.00

     RBB Bank-Khalifa Litigation.  On or about July 30 1996 and August 28, 1996,
     ---------------------------
The  Company  issued  the aggregate principal amount of $6,683,333 of certain 3%
Convertible  Debentures, due August 15, 1998 (the "Debentures"), as follows: (i)
RBB  Bank  Aktiengesselschaft  ("RBB  Bank")  ($4,000,000),  (ii) Mohammed Ghaus
Khalifa  ("Khalifa")  ($1,333,333), and (iii) Canadian Imperial Bank of Commerce
("CIBC")  ($1,350,000) (collectively, the "Debenture holders").  The Company has
finalized  a  negotiated settlement of these disagreements providing for payment
of  $1,000,000  to Khalifa, and $3,417,667 to RBB Bank over a period of 6 months
commencing after the shareholders meeting.  The settlement calls for conversions
every  45 days, at market rate in either cash, or stock at the Company's choice.
The Company has made an initial conversion of 438,066 shares with 100,000 shares
as  a  one  time  penalty  shares to RBB and 112,688 shares to Gustav Khalifa in
respect  of  the  order, however, following the  decline of the stock market RBB
Bank  has  sought  a  hearing  to  re-open  the  settlement  agreement.


     WorldCom/WilTel  Litigation.  On  August  29,  1997,  a complaint was filed
     ---------------------------
against the Company by WorldCom Network Services, Inc. d/b/a WilTel in the State
Court  of  Dekalb  County,  Georgia (Action No. 97A-36948-3) seeking recovery of
Approximately  $9  million  for payment of services rendered as well as fees for
accrued  interest  attorneys  and court costs. WorldCom had set a trial date and
the  Company  could  not afford to go to trial. The debt was created by previous
management  and  left  little  room for defense. New management had negotiated a
settlement  that  called  for  suspension of the suit, a deposit of $500,000 and
monthly  payments  of  $117,000. The company had anticipated that the BentleyTel
range  of  cards  would  be  on  sale  by  this  time  and that such a financial
commitment  would be able to be met. Management has informed WorldCom that it is
unable  to  meet  the  commitment  and  is formulating an alternative plan while
awaiting  a  response.

     K&S International Communications, Ltd Arbitration. The Company was involved
     --------------------------------------------------
in  an arbitration proceeding with Extelcom Corporation (a/k/a K&S International
Communications, Ltd.("K&S")  with respect to a former agreement under which each
party  was  to  provide  services  to  the  other.  Based  upon  a  default,
wherein  the  former  President  Rod McClain failed to appear for arbitration an
award  was entered against the Company  in  May  1998  for $2.5 million.  In the
third  quarter  2000  K&S  sought  an execution of the judgment in the amount of
$3.25  million.  The execution of this judgment could have forced the Company to
bankruptcy.  In  order  to  avoid  this,  President Jonathon Bentley-Stevens and
Executive  Vice  President  Regina S. Peralta paid $240,000 in cash, turned over
500,000  of  their  free trading shares (under rule 144) and signed a promissory
note  for $400,000 secured by a    one million restricted share certificate from
Mr.  Stevens.  This  settled  the  matter and the court issued a satisfaction of
judgment  notice  to the Company in respect to this litigation. The cash payment
by  the  two shareholders was treated as paid in capital to avoid increasing the
Company's  debt.

Oriental  Properties Inc. Arbitration The company was involved in arbitration on
--------------------------------------
March  6th  2001  in  respect  to a loan by Oriental properties in the principal
amount  of $150,000 the company confirmed the amount which was originally signed
by former president Rod McClain and the funds used to pay an advance to CyberAir
for  access  to their technology. The arbitrator confirmed the debt and included
an  interest  component  penalties  and  arbitration  fees  together,  totaling
$254,099.91  and  carry  9%  interest  till  paid.


                                                                              14
<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
----------------------------------------------------------------------

     A  shareholders  meeting was held on October 7th 2000 and the following was
voted  in  the  affirmative.

PROPOSAL  ONE:  ELECTION  OF  OFICERS  AND  DIRECTORS
-------------
  Jonathon Bentley-Stevens ,              President/CEO Director
  Regina S. Peralta                       Executive Vice President/Director
  John L. Walsh Chief                     Operating Officer / Director
  David Tang                              Chief Financial Officer
  Renato de Villa                         Director
  Ramon A. Tirol                          Director
  Roberto S. Sebastian                    Director
  Joemari D. Gerochi                      Director
  Yam Pg Anak JH Abdul Wadood Bolkiah     Director

PROPOSAL  TWO:    APPROVE  A  CHANGE  IN  THE  CERTIFICATE  OF  INCORPORATION
-------------
ELIMINATING THE REQUIREMENT FOR A SHAREHOLDERS' MEETING TO AMEND THE CERTIFICATE
OF  INCORPORATION

PROPOSAL THREE:  APPROVE A REVERSE STOCK SPLIT OF SHARES OF THE COMPANY'S COMMON
--------------
STOCK  AUTHORIZED  AND  OUTSTANDING  AS  OF  THE  DATE OF THE MEETING WITHIN AND
INCLUDING  A  RANGE OF 1 FOR 3 THROUGH A 1 FOR 12 BASIS PURSUANT TO THE BOARD OF
DIRECTORS'  DISCRETION  AND AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT THE
REVERSE  STOCK  SPLIT  (A  1  FOR  5  WAS  AFFECTED)

PROPOSAL FOUR:  APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON
-------------
STOCK  PER SHARE FROM 75 MILLION TO 100 MILLION SHARES AND AMEND THE CERTIFICATE
OF  INCORPORATION  TO  EFFECT  THE  INCREASE

PROPOSAL  FIVE:  RATIFY APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
--------------
MENDOZA  BERGER  &  CO.


                                     PART  II

ITEM  5.  MARKET  FOR  COMMON  STOCK  EQUITY  AND  RELATED  STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------

     As  of  December 31st 2000, the  authorized  capital  stock  of the Company
consisted  of  100,000,000  shares  of  common stock, par value $0.004 per share
(the  "Common  stock")  and  10,000,000  shares  of  preferred  stock, par value
$0.004 per share  (the  "Preferred Stock").  As of December 31st 2000 there were
issued  and  outstanding 18,421,707 shares of common stock, options and warrants
to  purchase  3,704,757  shares  of  common  stock  at  prices  ranging  from
$0.41  to  $2.40.

     The  Company's  common  stock  has  been  traded  in  the  over-the-counter
Bulletin  Board  ("OTCBB") market since July, 1995 and is quoted on the OTCBB or
in  the  "pink  sheets" maintained by the National Quotation Bureau, Inc.  under
the  symbol  "GLTI." The number of shares of common stock issued and outstanding
as  of  December  31st  2000  was  approximately  18,421,707  The  bid and asked
sales  prices  of  the  common  stock,  as  traded  in  the  OTCBB  market,  on
December  31st  2000  were  approximately $ 0.37.5 and $0.45  respectively.  The
quarterly range  of  high  and  low  bid  prices  for  the past three years were
as  follows:


                                                                              15
<PAGE>
                                Bid Prices                   Asked Prices
                             High        Low              High           Low


Year  Ended  December  31,  1998
 1st  Quarter               0.290          0.070          0.380          0.080
 2nd  Quarter               0.720          0.300          0.730          0.310
 3rd  Quarter               0.455          0.125          0.465          0.130
 4th  Quarter               0.380          0.125          0.390          0.133

Year Ended December 31, 1999
 1st  Quarter                0.365          0.125          0.375          0.130
 2nd  Quarter                0.29           0.17           0.30           0.18
 3rd  Quarter                0.24           0.14           0.25           0.13
 4th  Quarter                0.23           0.11           0.25           0.13

Year Ended December 31, 2000
 1st  Quarter                1.75           1.56           1.87           1.75
 2nd  Quarter                0.69           0.50           0.87           0.80
 3rd  Quarter                0.58           0.55           0.69           0.66
 4th  Quarter                0.45           0.37           0.48           0.45

     These prices are based upon quotations between dealers, without adjustments
for  retail mark-ups, markdowns or commissions, and therefore  may not represent
actual  transactions.

     The  transfer  agent  for  the Company is American Stock Transfer and Trust
Company.

     DISCUSSIONS  OF  SALES  OF  UNREGISTERED  STOCK  OVER  THE  LAST  3  YEARS.
--------------------------------------------------------------------------
The  Company's  securities  are  now  traded on the OTCBB, an electronic trading
system under the general oversight of National Association of Securities Dealers
and  involve  self-regulated  markets  in the company's stock, which are legally
required to be registered broker dealers. The OTCBB is a quotation service which
displays real-time quotes, last-sale prices, and volume information for domestic
and  certain foreign securities. The regulations applicable to stocks trading on
the  OTCBB  have  recently  been  revised  to  impose  significant new financial
reporting  requirements on such companies. Subject to a phase-in period starting
June,  1999,  market  makers  will not be permitted to quote stock prices on the
OTCBB  unless  the  issuer  has  registered  with  the  Securities  and Exchange
Commission (SEC) or other applicable agency, and submitted the required periodic
reports,  including  the  form 10KSB, and other applicable reports to other such
agency.

Information  required  by  item  701  of  the  Regulation  SB  are  subject  to
investigation  by  Management

     NEGOTIATIONS  FOR CERTAIN REGISTRATION RIGHTS. The Company has entered into
various  agreements  pursuant  to  which  certain  holders  of  the  Company's
outstanding  common  stock  would  have  been  granted  the right, under various
circumstances, to have Common stock that is currently outstanding registered for
sale in accordance with the registration requirements of the Securities Act upon
demand  or  "piggybacked"  to a registration statement which may be filed by the
Company. Of the issued and outstanding common stock as of Dec 31 2000, no shares
are  subject  of  future  registration  statements pursuant to the terms of such
agreements.  In  addition,  as  of  Dec  31  2000, there are warrants to acquire
3,479,575  shares  of Common stock which may be exercised through September 30th
2001,  and  which  carry  certain  piggyback  registration  rights.

DIVIDENDS  ON  COMMON  STOCK.
-----------------------------

     The  Company  has  paid no dividends on its Common stock as of December 31,
2000.

MAJOR  EXCHANGE  LISTING
------------------------

     The  Company  had  applied  for  listing  on the AMEX EXCHANGE. However the
deterioration  of  the  stock  market  and  subsequent  fallen  stock prices has
resulted  in  the  Company  withdrawing  its  application.


                                                                              16
<PAGE>
ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.
---------------------------------------------------------------------------
This  Report,  including the disclosures below, contains certain forward-looking
statements  that  involve substantial risks and uncertainties. When used herein,
the  terms  "anticipates,"  "expects,"  "estimates,"  "believes"  and  similar
expressions,  as  they  relate to the Company or its management, are intended to
identify  such  forward-looking  statements.  The  Company's  actual  results,
performance  or  achievements  may  differ  materially  from  those expressed or
implied  by  such  forward-looking  statements.  Factors  that  could  cause  or
contribute  to  such  material  differences include the factors disclosed in the
"Risk  Factors"  section  of  this  Report,  which readers of this Report should
consider  carefully.


OVERVIEW  OF  PRESENTATION.
---------------------------

     The  following  discussion  and analysis should be read in conjunction with
the  Selected  Consolidated  Financial  Data  and  the  Consolidated  Financial
Statements  and  Notes  included  elsewhere  herein.

On April 2, 1999, Global TeleMedia International, Inc. executed a share exchange
with Bentley House Furniture Company ,Inc. a Philippine Corporation. (BHFC). The
merger  was  accounted for as a reverse acquisition whereby the BHFC was treated
as the accounting acquirer and GTMI as the accounting acquiree. The accompanying
consolidated financial statements include the historical results of BHFC and the
consolidated  results  of GTMI as of the date of merger. Simultaneously with the
closing  of  the  acquisition  agreement,  an  Escrow Agreement was created then
amended  on  July  1,  1999, so that 3,878 shares of the 4,000 shares originally
issued of GTMI Series A Convertible Preferred Stock and 200,000 of BHFC's common
stock  would  be  placed  in  escrow  pending  the  resolution  of  three  major
litigations  specified  in  the  merger  agreements.

     All  of  the  Company's  businesses were substantially new in 1997 and as a
result  significant  losses  were  incurred as the Company attempted to pursue a
multifaceted business plan.  Due to capital constraints and other circumstances,
the  Company  has  refocused  its  efforts  and streamlined its operations.  The
Carrier  Sales  Business  was started in January, 1998. However these operations
were terminated due to the Company's inability to resolve certain litigation and
enter  into  separate  carrier  service  agreements.


FINANCES  AND  RESTRUCTURING
----------------------------

     Since  the  share  exchange  with  BHFC, the Company has been successful at
obtaining  capital  through  fully  paid  private  placements  in  the amount of
$485,400  for  the  subscription of 3,491,943 shares in 1999 and $256,548.18 for
the  subscription  of  619,996  in  2000.  The  Company's President/CEO and Vice
President  surrendered a total of 20,799,108 shares during 2000, which generated
approximately  $6,800,000  to  meet operating costs, debt resolution, legal fees
and  company  re-structuring. The surrendered shares included shares surrendered
and  delivered  creditors  to  resolve  judgments  and  litigation.

Subsequent  to  the  end  of 1999 the company  was successful in executing a $10
million  equity  investment  agreement,  however, due to the company's inability
to  deliver  common  stock  and  file  the requisite registration statements the
equity  line  was  unable  to  be  utilized.

A  Board  Meeting  was  held  in  the  first  quarter of  2000  to  examine  the
viability  of  exercising  its  option of investing an initial  $10  million  to
develop  the  1997  patent  of  Ultra  Pulse.  The agreement also  includes  the
allocation  of  additional  shares  to  UCI,  which  will  further  dilute  the
existing  shareholders.  There  can  be  no  estimate  as to the eventual amount
required  to  develop  the  Ultra  Pulse  technology.  The  Company  recognizing
that  its  litigation and level of debt prevented it from attracting any funding
for  a  speculative  enterprise,  decided not to proceed with the acquisition of
UltraPulse  Inc.


                                                                              17
<PAGE>
The  Company,  pending  certain  escrow provisions and resolution of certain key
litigations,  may  exchange 97 of its series "A" shares for 55% of the shares of
BentleyTel.com,  which  currently  operates  as  a  subsidiary.  The founders of
BentleyTel.com  exchanged  shares and $400,000 in cash for 100% of the shares of
Octa4  Pty.  Ltd;  3G  Communications  Inc. and DynaSem Communications Sdn. Bhd.
Octa4  is  a  major  ISP  in  Australia providing VPN (Virtual Private Networks)
E-Commerce,  and  e-commerce  solutions,  and soon VoIP voice over the Internet,
DynaSem  is a Computer sales and IT training company. 3G communications owns and
operates  36  satellite  tele-centers  offering,  local,  long  distance  and
international  long  distance  calling.

     BentleyTel.com  planned  to  release  its  national and international phone
cards  during  2000,  however,  the  company decided to delay the release of its
BentleyTel  range  of  re-chargeable  phone  and  financial  cards  until  the
development  of  a  multi-purpose  stored  value/ATM/Phonecard/E-commerce  card
platform  was  finalized.  In  the  subsequent  period,  the  Company decided to
implement  international  long  distance  0+  calling  services  from  its  36
tele-centers  and  kiosks.  The  company  is now finalizing agreements with data
processing  companies  as  a  final  step  to  the  launch  of its international
proprietary Smart-e-Card and BentleyTel AcSys card, which should be available to
the  public  in  2001.

     The  Company  has resolved a significant amount of its litigation and hopes
to  able  to  resolve the remaining disputes. The Company did generate increased
revenue  in  2000 and had a significant increase in revenue in the first quarter
2001  as compared to the same quarter last year. The Company intends to continue
to build its revenue streams in future years. The strategy of the Company was to
develop  partnerships and strategic alliances with various technology companies.
However  litigation  and  significant  debt  issues  have  made  this difficult.

Due  to  the  significant debt reduction and resolution of a large number of the
Company's  litigation  and  debts,  Management  was  able  to  secure  a private
placement  equity  offering of up to $14 million which commenced on December 21,
2000 with Laurus Master Fund Ltd., Keshet Fund, L.P. and Keshet, L.P pursuant to
which  we  have already issued convertible notes aggregating $750,000. Under the
operative  agreements,  Global  has  the  right  to  put  to the subscribers the
obligation  to  purchase  additional  debt  securities,  subject  to  certain
conditions,  one  of  which is the filing with the SEC, and the effectiveness of
the filing, of a SB-2 Registration Statement of which this Prospectus is a part.
We expect that the next phase of this concurrent debt offering will be completed
at  the  same  time  as or after this offering of shares of our common stock and
that  the  gross  proceeds  from  the  next  phase  of our debt offering will be
approximately  $750,000.00.  The  offering  of  shares  of  common  stock is not
conditioned  on  our debt offering. We cannot assure you that we will be able to
complete  our debt offering. At the time of sale, our notes will not be and have
not  been  registered  under  the  Securities  Act of 1933. The notes may not be
offered  or  sold  in  the  United  States  absent subsequent registration or an
applicable  exemption  from  registration  requirements.

YEAR  2000  COMPLIANCE.
-----------------------
     The  Company's  administrative  operations have been reviewed for Year 2000
Compliance.  All  divisions  of  the  Company  are  Year  2000  compliant.  Some
remaining operations, such as non-essential personal computers and non-financial
software  products,  have  been  upgraded  at  nominal  cost.


     RESULTS  OF  OPERATIONS  FOR  PERIOD  ENDED  DECEMBER  31  2000  and  1999

On  April  2, 1999, Global Telemedia International, Inc.  acquired Bentley House
Furniture  Company  ,Inc.  a  Philippine  Corporation.  (BHFC).  The  merger was
accounted  for  as  a  reverse  acquisition  whereby the BHFC was treated as the
accounting  acquirer  and  GTMI  as  the  accounting acquiree.  The accompanying
consolidated financial statements include the historical results of BHFC and the
consolidated  results  of  GTMI  as  of  the  date  of  merger.

     The  following  discussion  reflects the financial condition and results of
operations  of  the  Company  for  the  years  ended December 31, 2000 and 1999.
Because of material changes to the Company and new management these past results
are  not  indicative  of  future  performance.


                                                                              18
<PAGE>
     The  Company's  revenues increased from $594,021 in 1999 to approximately $
1,916,497.  This  increase  in  revenues  was  primarily  derived  from
telecommunication  and  internet  related operation in Australia and the Pacific
Rim.  Further, 1999 results were based on the consolidation of revenues for just
the  fourth  quarter,  post  acquisition.

     During  2000,  as  compared  with  1999,  the  cost  of sale increased from
approximately  $91,000 to $ 1,124,202 and the Company's operating loss increased
from  $4,129,299  to approximately $ 8,202,772. The increase in gross profit was
due  primarily  as  result  of  the  first  full year of operation of BentleyTel
operating  as a subsidiary of the Company and the telecommunication subsidiaries
that  make  up  BTC  and  as  a  result  of the Company's emphasis in developing
business opportunities in e-commerce, web-hosted products, unified messaging and
other  enhanced  web  based  services.

     Operating  expenses  increased  to  $  8,995,067  in  2000  as  compared to
$4,632,257  in  1999.  The  increase during 1999 was primarily the result of the
reverse  merger,  the  amortization  of  acquired  goodwill,  the  suspension of
operations  of  the  Company's Vision 21, Inc., as well as the suspension of the
initial  phase of the Company's 1998 enhanced services platform, and as a result
of  the  Company's  emphasis in developing business opportunities in e-commerce,
web-hosted  products,  unified  messaging  and other enhanced web based services

The  Company  incurred additional legal and professional fees of approximately $
2,615,096  during  2000.  These  were  mostly  due  to  resolutions  of previous
managements  debts, consulting  and  legal  cost  associated  with  mergers  and
acquisitions.

     Interest  expense  for  2000  was  approximately  $  470,000 as compared to
$$133,000  for  1999.  This  increase  relates directly to interest paid on debt
financing. As a result of the Company's cumulative operating losses, the Company
has not paid income tax since inception. In addition, the Company under previous
management  owed  $770,000 in federal and state payroll taxes, however, $355,100
has been paid towards these unpaid withholding taxes. The Company has negotiated
with  IRS  for  a  22 months progressive payment of the balance of approximately
$400,000.  As  of  December  31,  2000, the Company had net operating loss carry
forward  totaling  approximately  $45  million.

  Utilization of the  Company's  net operating loss may be subject to limitation
under  certain  circumstances  and  accordingly the Company has elected to fully
reserve  against  these  deferred  tax  assets.

LIQUIDITY  AND  CAPITAL  RESOURCES.
-----------------------------------

BHFC maintains contracts, including joint venture contracts for the construction
of  Philippine government employees' homes.  The contracts have been executed on
behalf  of  the Philippine National Police, the Armed Forces of the Philippines,
the  Department  of  Interior  of  the  Philippines and several local Philippine
government arms.  Subdivisions are presently delineated and nearly all necessary
permits  needed  to  commence  construction  are  secured.  BHFC had anticipated
construction  to  begin  during the 4th quarter of 1999, but due to insufficient
funds, construction has been delayed.  BHFC expects sufficient funds in the near
future  to  support site development in preparation for construction pursuant to
the  contracts.

     The  Company  has  historically financed its operations principally through
the  sale  of equity and debt securities and through funds provided by operating
activities,  and more recently from significant surrender of common stock by the
Company's  principal  shareholders,  which  were  sold  and  the resultant funds
treated  as  paid  in  capital,  a significant number of the principals personal
shares  were also used to resolve a number of the Company's litigation, judgment
and  debt  issues,  a  legacy  of  previous  management.


                                                                              19
<PAGE>
     As  of  December  31,  2000,  the  Company  had total liabilities including
accrued interest, notes payable, current accounts payable and accrued but unpaid
expense  approximating  $  26,000,000  a  decrease of $5 million due to debt and
settlement  of  litigations.

     The  Company's  total  assets  have  been  decreased  to approximately $ 37
million  as  at  12/31/2000 as compared to $46.7 million last year. Total assets
decreased  by  $  9.6  million  primarily  due  to a $ 7.8 million write down of
goodwill  and the effect of currency devaluation in the functional currencies of
our  Asian  Subsidiaries.  During  the year 2000 the minority interest of losses
increased from $4267 in 1999 to $ 506,733. During 2001 had an extraordinary item
for  the  extinguishment  of  debt  totaling  $1,586,282.

The  Company  has secured a private placement debt offering of up to $14 million
commenced  on  December 21, 2000 with Laurus Master Fund Ltd., Keshet Fund, L.P.
and  Keshet,  L.P  pursuant  to  which  we have already issued convertible notes
aggregating  $750,000.  Under  the operative agreements, Global has the right to
put  to  the  subscribers the obligation to purchase additional debt securities,
subject  to  certain conditions one of which is the filing with the SEC, and the
effectiveness  of  the  filing,  of  a SB-2 Registration Statement of which this
Prospectus  is  a  part.  We  expect that the next phase of this concurrent debt
offering  will be completed at the same time as or after this offering of shares
of  our common stock and that the gross proceeds from the next phase of our debt
offering  will  be  approximately $750,000.00.  The offering of shares of common
stock is not conditioned on our debt offering. We cannot assure you that we will
be  able  to complete our debt offering. At the time of sale, our notes will not
be  and have not been registered under the Securities Act of 1933. The notes may
not be offered or sold in the United States absent subsequent registration or an
applicable  exemption  from  registration  requirements.


ITEM  7.  FINANCIAL  STATEMENTS.
--------------------------------

The  financial  statements  required  by  this  Item  7 are being submitted with
this filing together with  submission of Management's discussion and analysis or
plan  of  operation


ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE.
----------------------

 Current  reports  on  Form  8-K
 Dated  as  of  May  25,  2000



                                    PART  III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
-----------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.
---------------------------------------------------------

     The  directors  of  the  Company currently have terms which will end at the
conclusion  of  the  next  Meeting  of the stockholders of the Company and until
their  successors  are  elected  and  qualify,  subject  to  their  prior death,
resignation  or  removal.  Officers  serve  at  the  discretion  of the Board of
Directors.

     The  following  table sets forth certain information concerning the persons
who have been nominated by the Board of Directors to be directors of the Company
in connection  with  PROPOSAL ONE  of  this  Proxy  Statement  and  the  current
executive  officers  of  the  Company:


                                                                              20
<PAGE>
NAME                                POSITION             AGE
------------------------  -----------------------------  ---

Jonathon Bentley-Stevens  Chairman of the Board of        46
                          Directors and Chief Executive
                          Officer

Regina S. Peralta         Executive Vice President and    40
                          Director

David Tang                Chief Financial Officer         41

Renato de Villa           Director                        65

John Walsh                Director                        57

Ramon A. Tirol            Director                        78



Roberto S. Sebastian      Director                        57

Joemari D. Gerochi        Director                        55

Yam Pg Anak HJ Abdul      Director                        31
Wadood Bolkiah


     JONATHON BENTLEY-STEVENS effective April 2, 1999, was appointed Chairman of
the  Board, Chief Executive Officer and President of the Company, posts to which
he  was  appointed  as  a  result  of the Company's acquisition of Bentley House
Furniture  Company,  Inc.  ("BHFC")  in  March, 1999. Mr. Bentley-Stevens is the
current  Chief Executive Officer of Bentley House Furniture Company, Inc., which
is  one  of  the Company's chief operating subsidiaries. He is also President of
Bentley  House  International  Corporation  (Seychelles)  and  President  of
BentleyTel.com  Inc.  Mr.  Bentley-Stevens  is  the author of the Bentley-Tricap
Ancestral  Land  Development  Plan,  currently  in  use  in  the Republic of the
Philippines  ("ROP")  as  a  platform  for  infrastructure  and  technological
development.

     REGINA  S.  PERALTA  effective  April  2, 1999, was appointed the Company's
Executive  Vice  President,  and  has  also been a director of the Company since
March, 1999.  Ms. Peralta's family founded Bentley House Furniture Company, Inc.
and  she has served as its President for the past 18 years.  Ms. Peralta is also
the Vice President of BHTC Sdn. BHD., a BHFC subsidiary.  Ms. Peralta previously
served  as  a  board  member  on the Philippine chamber of furniture industries.

     DAVID TANG was appointed Chief Financial Officer of the Company on July 22,
1999.  In November 1999, Mr. Tang was also appointed Chief Financial Officer for
BentleyTel.com,  Inc.  Mr.  Tang  is  a  Certified Public Accountant licensed in
California  practicing  in  the  fields  of  accounting  and taxation.  Prior to
starting  his  practice  in  1990, Mr. Tang worked at Price Waterhouse and Ozur,
Andersen  &  Radder,  Certified  Public  Accountants.  Mr. Tang is a graduate of
McGill  University in Montreal, Canada and has worked in public accounting since
1982.

     RENATO  DE  VILLA  has served as a director of the Company since June 1999.
General  de  Villa  has  served  as  a  Four  Star General Chief of Staff of the
Philippine  Army from 1991 through 1997 and was Secretary of National Defense of
the  ROP.  He  is  currently a Director of the Bank of the Philippine Islands in
Manilla,  ROP.  General  de  Villa's  principal  occupation  is  as Chairman and
President  of Independent Insight, Inc., a risk control organization firm in the
Philippines.  He  is  also  advisor  to  the  Chairman  of  Ayala Corporation, a
Philippine company with annual sales of over $1 Billion.  General de Villa holds
a  B.S.  in  Economics  and  a  M.A.  in  Business  Management.


                                                                              21
<PAGE>
     JOHN  L.  WALSH  on  December  1,  1999,  succeeded  Rene  Fruto  as  Chief
Operating  Officer  of  the Company.  From 1995 to 1999 Mr. Walsh served as Vice
President of The  Wickford  Group which is a telecommunications consultant group
specializing  in  the  switchless re-sale, international callback and debit card
industry.  From  1993  to 1995, Mr. Walsh served as the Executive Vice President
and Partner of US Dialtone  which  specializes  in  international  long distance
and  international  debit  card  network permitting origination in 47 countries.
From  1991  to  1993,  Mr.  Walsh  served  as the Senior Vice President of INTEX
Inc.,  a  nationwide  long distance company which produced $1,200,000 in monthly
sales.  From  1988  to  1991,  Mr.  Walsh  served  as  the  Vice  President  and
Partner  of  TelTec  Inc., a company offering  debit  cards,  operator  services
and  long distance.  In addition, Mr. Walsh  has  held  positions  ranging  from
sales  engineer,  regional  telecommunications  manager  and  senior  national
account  manager  for GTE, FMC and MCI.  Mr.  Walsh briefly held the position of
Chief  Executive  Officer  of  GTMI  in  1995,  but  conflict  with  previous
management  over Mr. Walsh's strict control measures  resulted in his dismissal.
Unfair  dismissal  litigation  was  settled  in  Mr.  Walsh's  favor  in  August
1999.  Upon  review  of  Mr.  Walsh's  file,  new  management  asked  Mr.  Walsh
to  rejoin  the  company.

     RAMON A. TIROL is a licensed attorney in the Philippines, and has served as
a  director  of  the  Company since June 1999.  Mr. Tirol served as a Philippine
Ambassador  to  Brunei  from  February, 1995 through June, 1998, when he retired
from  official  public  service.  Prior to his position as Ambassador, Mr. Tirol
served as a commercial Attach  to Bonn, Germany from 1956 to 1961.  From 1989 to
1994, Mr. Tirol served as Chief Presidential Legislative Officer to President F.
V.  Ramos  in  the  ROP.

     ROBERTO  S.  SEBASTIAN  has been a director of the Company since June 1999.
He  is  currently  President,  Chief Executive Officer and a Director of Marsman
Drysdale  Agribusiness  Group  of Companies, a corporate agribusiness located in
the  Philippines.  Mr.  Sebastian  is  also  a  senior executive and director of
several  affiliated  agribusiness  companies.  From  1992 to 1996, Mr. Sebastian
served  as  Secretary  of Agriculture of the ROP.  Thereafter, from 1996 to 1997
Mr.  Sebastian  served  as Special Envoy for Agriculture of the ROP to the World
Trade  Organization.

     JOEMARI  D.  GEROCHI  has  been  a director of the Company since June 1999.
From  July  1992  until  May  1998,  Mr.  Gerochi  served  as  Undersecretary of
Agriculture  of  the  ROP.  Mr.  Gerochi  has also served as a consultant to the
World  Bank on Agriculture in the ROP, and as a representative of the ROP to the
GATT  Conference.  Mr.  Gerochi  is currently President of  FairConsult Inc., an
environmental  consulting  company.

     YAM  PG  ANAK  HJ  ABDUL  WADOOD BOLKIAH has been a director of the Company
since  June  1999.  Prince  Wadood Bolkiah is the eldest nephew of the Sultan of
Brunei.  In  Brunei,  he  is  the  Chairman  of National Broadcast Media, Sebcom
Technology,  and Communication Brunei, which are all well-known Brunei broadcast
and communications companies.  Prince Wadood Bolkiah is also the Chairman of the
Entertainment  Production  Group of Brunei, BSB Brunei, which is a marketing and
sales  promotion  company  in  Brunei  promoting  the  country.

     All  of  the  current directors were appointed to the Board of Directors by
unanimous  written  consent of the predecessor Board of Directors as of June 30,
The  predecessor  directors resigned their respective positions as directors and
(where applicable) as officers of the Company as of March 31, 1999, and June 30,
1999.

     (1)  The  SEC  initiated  a civil action against Mr. Bentley-Stevens for an
alleged  1996 violations of   10(b) of the Securities Exchange Act of 1934 ("the
Act").  Mr.  Bentley-Stevens had been a 1% shareholder and outside director of a
Nevada  corporation,  Global Timber Corporation ("Global Timber").  In December,
1995, January, 1996 and November, 1996, Global Timber filed disclosure documents
with  the  SEC  pursuant  to  Rule  15c2-11  of the SEC and also filed a Form 10
Registration Statement in March 1996.  In each of these documents, Global Timber
announced  the acquisition of certain timber rights in the Philippines.  The SEC
claims  that  these statements were false and/or misleading since as of the date
of  the  disclosure  documents  Global Timber had not obtained approval from the


                                                                              22
<PAGE>
Philippine  government  to  actually harvest the timber.  Mr. Bentley-Stevens is
vigorously  opposing  the  SEC's  claims  on  the  grounds  that  nothing in the
disclosure  documents  claims  that Global  Timber had a right to harvest timber
and  he  was  not in the USA and played no role in the drafting of the documents
nor  did  he  review  them  before  they were filed.  Global Timber is in no way
affiliated  with  GTMI or any of its subsidiaries.  No findings, orders, decrees
or  judgments have been made in this matter, although the SEC has indicated that
it  might  examine  GTMI's  public  statements.

ITEM  10.  EXECUTIVE  COMPENSATION
------------------------------

SUMMARY  COMPENSATION  TABLE

     The  following table sets forth certain information concerning compensation
of certain of the Company's current and former executive officers, including the
Company's  Chief Executive Officer and all executive officers whose total annual
salary  and bonus exceeded $100,000, for the years ended December 31, 1999, 1998
and  1997:

<TABLE>
<CAPTION>
                                           Annual  Compensation                   Long  Term
                                           --------------------                   ----------
                                                                                 Compensation
                                                                                 ------------
                                                                                    Awards             Payouts
--------------------  -----------  -----------  -----------  -------------  ----------  -------------  --------  -------------
(a)                       (b)          (c)          (d)           (e)          (f)           (g)         (h)          (i)
--------------------  -----------  -----------  -----------  -------------  ----------  -------------  --------  -------------
                                                                Other      Restricted   Securities
Name and                                                        Annual        Stock      Underlying     LTIP      All Other
Principal                Year        Salary        Bonus     Compensation    Award(s)   Options/SARs   Payouts   Compensation
Position                  ($)          ($)          ($)           ($)          (#)           ($)         ($)
--------------------  -----------  -----------  -----------  -------------  ----------  -------------  --------  -------------
<S>                   <C>          <C>          <C>          <C>            <C>         <C>            <C>       <C>
Jonathon                    2000*      170,000            0              0           0              0         0             0
                            1999*      170,000            0              0           0              0         0             0
Bentley-Stevens,
CEO

Regina S.                   2000*      165,000            0              0           0              0         0             0
                            1999*      165,000            0              0           0              0         0             0
Peralta,
Exec. Vice
President

David Tang                   2000      150,000            0              0           0              0         0             0



John L. Walsh                2000      160,000            0              0           0              0         0             0



Roderick A. McClain,        1999*      170,000            0              0           0              0         0             0
Former CEO

                             1998      151,250            0              0           0              0         0             0

                             1997      137,000            0              0           0              0         0             0

Geoffrey F. McClain,        1999*      100,000            0              0           0              0         0             0
Former
Senior
Vice
President

                             1998      100,000            0              0           0              0         0             0

                             1997       98,000            0              0           0              0         0             0

Herbert S.                  1999*      115,000            0              0           0              0         0             0
Perman,
Former
CFO

                             1998      105,000            0              0           0              0         0             0

                             1997       98,000            0              0           0              0         0             0
</TABLE>

*  Mr.  Bentley-Stevens  and Ms. Regina S. Peralta have  agreed  to  forego  all
1999  compensation  from  the  Company.


                                                                              23
<PAGE>
Messrs.  McClain,  Perman  and McClain were not compensated in 1999 prior to the
Bentley  House  Furniture  Company  due  to  the  change  in  control  and their
employment  relationships  were  canceled  on  August  12,  1999.


OPTIONS  GRANTS  IN  LAST  FISCAL  YEAR

     There  were  no  grants  of  stock  options  during the 1999 calendar year.


AGGREGATED  OPTION  EXCERCISES  IN  LAST  CALENDAR YEAR AND FY-END OPTION VALUES

     The  following  table sets forth, for the 1999 calendar year, each exercise
of  stock  options  by  each  of  the  Named Executive Officers and the calendar
year-end  value  of  unexercised  options  on  an  aggregate  basis.


<TABLE>
<CAPTION>
                                                Value                         Number of            Value of Unexercised
                         Shares                Realized                      Unexercised           In-the-Money Options
                      Acquired on                ($)                      Options at FY-End             at FY-End
                        Exercise    (#) Exercisable/Unexercisable   ($) Exercisable/Unexercisable
Name                                             (#)                                                       (1)
<S>                   <C>           <C>                             <C>                            <C>
Geoffrey F. McClain             0                                0                            / 0                   / 0
Roderick A. McClain             0                                0                            / 0                   / 0
Herbert S. Perman               0                                0                            / 0                   / 0
</TABLE>

(1)     Options  are  "in-the-money"  if  the  fair  market  value of the common
stock  underlying  the  options  exceeds  the  exercise  price  of  the  option.
The  bid  and asked sale prices quoted by the OTCB Market on December  31,  2000
was  approximately  $0.3725  and  $0.45  respectively.

EMPLOYMENT  AGREEMENTS

     In  1997,  the  Company  entered  into  a  revised  and restated employment
agreement with Roderick A. McClain, then Chief Executive Officer of the Company,
which  provided for (a) a term of the employment of ten years from the effective
date,  which  term  is  automatically  extended  by one month at the end of each
month;  (b)  a  base  salary of $125,000 annually, increased by ten percent each
year;  (c)  a  performance bonus equal to 7.5% of the net income before taxes of
the  Company  for  any  year,  (d) a revenue bonus equal to 10,000 shares of the
Company's  Common  Stock  for  each increment of $250,000 by which the Company's
gross  monthly revenues exceed those of the prior month, starting from a base of
$450,000;  (e)  1,000  shares  of  a  class of convertible preferred stock to be
authorized  by the Company, subject to terms of such class of preferred stock as
are  agreed  to  by  the  parties  hereto;  (f) any other bonus, supplemental or
incentive  compensation  as  may  be  approved  by  the  Board of Directors; (g)
nonqualified  options  to acquire up to 1,600,000 shares of the Company's Common
Stock  at  an  exercise price of $0.41 per share which were repriced on March 3,
1998  at  $0.10 per share; and (h) a trigger to receive all unpaid compensation,
whether  or  not  earned,  upon  the  occurrence  of  a change in control of the
Company.  For  purposes of the employment agreement, a change in control equals;
(i)  a  change  in twenty-five (25%) percent of either the outstanding shares of
Common  Stock  or  the  combined  voting power of the Company's then outstanding
voting  securities  entitled  to  vote  generally,  or  (ii) the approval by the
stockholders  of  the  Company  of a reorganization, merger or consolidation, in
which  persons  who  were  stockholders of the Company immediately prior to such
reorganization,  merger or consolidation did not, immediately thereafter, own or
control  more  than fifty percent (50%) of the combined voting power entitled to
vote generally in the election of directors of the surviving corporation of such
reorganization merger or consolidation; or (iii) a liquidation or dissolution of
the  Company or of the sale of all or substantially all of the Company's assets.


                                                                              24
<PAGE>
     The change in control provisions of Mr. McClain's employment agreement were
triggered  by  the  acquisition  of Bentley House Furniture Company, Inc. by the
Company, which resulted in greater than 40% of the Company's common shares being
issued  to  Jonathan  Bentley-Stevens  and  Regina  S.  Peralta  (the "Principal
Shareholders").  Additionally,  4,000 Series A Convertible Preferred Shares were
issued  to  the  Principal Shareholders to compensate them for the assumption of
the  Company's debt.   Additionally, 4,000 Series A Convertible Preferred Shares
were  issued to the Principal Shareholders to compensate them for the assumption
of  the  Company's  debt.  On  June  15,  1999, Mr. McClain waived the change of
control  provision  in  Section  4  of  his  employment  contract.  Mr  McClain
resigned  on  June 30th 1999, the Company considers it has no further obligation
to  Mr.  McClain.

     The  Company  entered  into an employment agreement with Herbert S. Perman,
dated October 1, 1995, and amended February 1, 1996.  Pursuant to the employment
agreement,  which  had  a  term  of  three years, Mr. Perman was employed as the
Company's  Chief  Financial Officer and was compensated with an annual salary of
$85,000  and  a  one-time grant of 150,000 shares of the Company's Common Stock.
In  addition,  Mr.  Perman  shared  in the Company's Executive Stock Bonus Plan,
which  provided  for  the issuance of shares of Common Stock upon an increase of
gross  monthly  revenues  over  a  base  of  $450,000.  Mr  Perman  resigned  on
June  30th  1999,  the  Company  considers it has no further obligation  to  Mr.
Perman.

     The  Company entered into an employment agreement with Geoffrey F. McClain,
dated  May  25,  1995,  amended  February 1, 1996, and amended February 1, 1997.
Pursuant  to  the  employment  agreement,  which  had a term of three years, Mr.
McClain  was employed as the Company's Senior Vice President and was compensated
with  an  annual  salary,  as of February 1, 1997, of $98,000.  In addition, Mr.
McClain  shared  in the Company's Executive Stock Bonus Plan, which provided for
the  issuance  of  shares  of  Common  Stock  upon  an increase of gross monthly
revenues  over  a base of $450,000.  Mr. McClain resigned on June 30th 1999, the
Company  believes  it  has  no  further  obligation  to  Mr.McClain.


     The  Company  entered  into  an  employment  agreement  with  Jonathon
Bentley-Stevens  on  April  2,  1999  for  a  ten  year  term.  Pursuant  to the
employment agreement, Mr. Bentley-Stevens is employed as the Company's President
and  Chief  Executive  Officer.  Mr. Bentley-Stevens' annual salary is $170,000,
However Mr. Bentley Stevens waived his salary and all bonuses for 1999 and 2000.

     The  Company entered into an employment agreement with Regina S. Peralta on
April  2,  1999.  Pursuant  to the employment agreement, which has a term of ten
years,  Ms.  Peralta is employed as the Company's Executive Vice President.  Ms.
Peralta's  annual  salary  is  $165,000.  However  Ms. Peralta waived her salary
and  all  bonuses  for  1999  and  2000.


     The  Company  entered  into an employment agreement with David Tang on July
22, 1999.  Pursuant to the employment agreement, which has a term of five years,
Mr.  Tang  is  employed  as  the  Company's Chief Financial Officer.  Mr. Tang's
annual  salary is $150,000 and he received a one-time grant of 100,000 shares of
the  Company's  Common  Stock.

     The  Company  entered  into  an  employment  agreement  with  John Walsh on
December  31,  1999.  Pursuant  to the employment agreement, which has a term of
three  years,  Mr.  Walsh  is employed as the Company's Chief Operating Officer.
Mr.  Walsh's  annual  salary  is  $160,000  and  he received a one-time grant of
100,000  shares  of  the  Company's  Common  Stock.

TERMINATION  OF  CERTAIN  EMPLOYMENT  AND  STOCK  OPTION  RIGHTS

     On  June  15,  1999,  the  Company agreed to modify the existing employment
agreements  of  Roderick A. McClain, Herbert S. Perman, Geoffrey F. McClain, and
Paul  C.  Graham.  The  employment  agreements  were  modified  as  follows.


                                                                              25
<PAGE>
     Roderick  A.  McClain waived the "Change in Control" provision in Section 4
of  his  employment  agreement  with respect to transactions contemplated by the
March  18,  1999  Stock Purchase Agreement between the Company and Bentley House
Furniture  Company,  Inc.  In  addition,  Mr. McClain's annual base compensation
increased  to  $170,000,  subject  to  a  10% annual increase in accordance with
Section  4.1(1)  of  the  employment  agreement.  Mr.  McClain  waived the bonus
compensation  provisions  of Section 4.2(2) and 4.3 of his employment agreement,
and further waived a club membership allowance set forth in Section 4.1(6)(b) of
his  employment  agreement.

     Herbert  S.  Perman  agreed  to  waive the bonus compensation provisions of
Section  2.4  of  his  employment  agreement.  In  addition, the Company and Mr.
Perman  agreed that the choice of law and forum provisions of Section 6.6 of his
employment  agreement  would  be  changed  from Atlanta, Georgia to Los Angeles,
California.

     Geoffrey  F.  McClain  agreed to waive the bonus compensation provisions of
Section  2.4  of  his  employment  agreement,  but  retained  the  commission
compensation  provisions of Section 2.1 of the same agreement.  In addition, the
Company  and  Mr.  McClain agreed that the choice of law and forum provisions of
Section  7.6  of his employment agreement would be changed from Atlanta, Georgia
to  Los  Angeles,  California.

     Paul  C.  Graham  and  the  Company  changed  the  choice  of law and forum
provisions  of  Section  7.6  of Mr. Graham's employment agreement from Atlanta,
Georgia  to  Los  Angeles,  California.

     On  August 12, 1999, following the June 15, 1999 modifications, the Company
terminated  the  employment  of  Roderick  A.  McClain,  Herbert  S. Perman, and
Geoffrey  F.  McClain.  Pursuant  to  the  1996  Company  Stock Option Plan (the
"Plan"),  unexercised stock options provided for in the employment agreements at
issue  were  canceled.

     In  some instances, the circumstances governing the right to exercise stock
options  specified  in the employment agreements conflict with the circumstances
under which such options may be exercised in connection with the Plan. Given the
conflict,  the  Company  relied upon the Plan to justify cancellation of certain
purported  stock  option  rights. In the event of certain terminations, the Plan
permits  a  party  to exercise stock option rights within thirty (30) days after
the  date  of termination. The Company terminated the parties' employment rights
and benefits on August 12, 1999. The right to exercise stock options pursuant to
the  employment  agreements and the Plan expired on September 12, 1999. No party
exercised  stock  options  within  the  specified  period.

     On  March  3,  1998,  the  Company  granted to each of Roderick A. McClain,
Herbert  S.  Perman,  and  Geoffrey F. McClain options to purchase up to 350,000
shares  of  Common  Stock,  at  an  exercise  price  of  $0.10  per  share,  in
consideration  of  bona  fide  services  rendered.  Such  services  were  not in
connection with the offer or sale of securities in a capital-raising transaction
or  services  otherwise  excluded  from  being  the  subject  of  a Registration
Statement  on  Form S-8 under the Securities Act of 1933, as amended. The option
contracts  expressly  provided  an  expiration  date  of  December 31, 1999, and
prevented  either  party  from  canceling the option rights, even if the Company
terminated  the  employee  party  for  cause.

     By  December  31, 1999, the options granted to each of Roderick A. McClain,
Herbert  S.  Perman  and  Geoffrey  F.  McClain  expired.


OPTIONS/SAR  GRANTS  TABLE  DURING  LAST  FISCAL  YEAR


COMPENSATION  OF  DIRECTORS

The  Company  issued  options to purchase up to 25,000 shares of Common Stock to
each  of  Don  L.  Thone  and  Ron  Berkowitz, who were outside and non-employee
directors  during  1998.  Otherwise,  the Company has not and does not currently
compensate  directors for services rendered in their capacity as directors.  The
Company  does  not  compensate  any  employee-directors  in  their capacities as
directors  of  the  Company.  See SECURITY OWNERSHIP OF CETAIN BENEFICIAL OWNERS
AND  MANAGEMENT


                                                                              26
<PAGE>
INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

     The  Company's  Certificate  of  Incorporation  and  bylaws  designate  the
relative  duties  and  responsibilities  of  the  Company's  officers, establish
procedures  for  actions  by  directors  and  stockholders and other items.  The
Company's  Certificate  of  Incorporation  and  bylaws  also  contain  extensive
indemnification  provisions,  which  will  permit  the  Company to indemnify its
officers  and  directors  to  the  maximum  extent  provided  by  Delaware  law.

TERMINATION  OF  EMPLOYMENT  AND  CHANGE  IN  CONTROL  AGREEMENTS

     Except  as  set  forth in employment agreements of certain employees of the
Company  and  its  subsidiaries,  the  Company  has  no  compensatory  plans  or
arrangements  which  relate  to  the  resignation,  retirement  or  any  other
termination of an executive officer or key employee with the Company or a change
in  control  of  the  Company  or  a  change  in such executive officer's or key
employee's  responsibilities  following  a  change  in  control.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION


In  accordance  with  SEC  and  NASD  rules  the  Company  has  formed  an audit
committee  consisting of outside directors, Roberto S. Sebastian, Ramon A. Tirol
and  Joemari  D.  Gerochi.


COMPLIANCE  WITH  SECTION  16  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     Section  16(a)  of the Securities Exchange Act of 1934 (the "Exchange Act")
requires  the Company's directors, executive officers, and beneficial holders of
more  than 10% of the Company's Common Stock to file with the Commission initial
reports of ownership, current reports of changes in ownership and annual reports
of  changes in ownership of such equity securities of the Company.  Based solely
upon  a  review  of  such  forms,  or  on  written  representations from certain
reporting  persons  that no other reports were required for such persons, except
for those reports discussed in the next paragraph, the Company believes that all
reports  required  pursuant  to  Section  16(a)  with  respect  to its executive
officers,  directors and 10% beneficial stockholders for the year ended December
31,  1999  were  timely  filed.

ITEM  11.  SECURITY  OWNERSHIP  OF  CETAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
-------------------------------------------------------------------------------

     The following table reflects for the  year  ended  December  31,  2000, the
beneficial Common Stock ownership of: (a) each director of the Company, (b) each
executive  officer  named  in  the  Summary  Compensation  Table  in  this Proxy
Statement  for the fiscal year ended December 31, 2000, (c) each person known by
the Company to be a beneficial holder of five percent (5%) or more of its Common
Stock,  and  (d) all executive officers and directors of the Company as a group:

Name and Address                  No. of
of Beneficial Owners(1)           Shares    Percent#
------------------------------  ----------  --------

Jonathon A. Bentley-Stevens(2)   1,244,875       6.8
Regina S. Peralta(3)               514,331       2.8
David Tang                         101,000       0.5
John Walsh                         150,000       0.8
All Executive Officers and       2,010,206      10.9
Directors as a Group

     On  March  18, 1999, following several months of discussions and mutual due
diligence  on  the  financial  and legal aspects of the transaction, the Company
entered  into  an  "Agreement  to Purchase Stock" (the "Agreement") with Bentley
House  Furniture  Corporation,  Inc., a Philippine corporation ("BHFC"), and the
shareholders  of BHFC. The Agreement provided for the Company to acquire 100% of
the issued and outstanding shares of  capital stock of BHFC (the "Exchanged BHFC
Stock") in exchange for Common Stock and Series A Preferred Stock of the Company
(collectively,  the  "Exchanged  GTMI  Stock") which represented a 90% ownership


                                                                              27
<PAGE>
interest  in  the  Company.  The  Agreement included various financial and legal
representations,  covenants  and  obligations  of the parties typical in similar
agreements,  including  provisions to protect the parties' respective interests.
Pursuant  to  the Agreement, 100% of BHFC's capital stock was to be exchanged by
BHFC  shareholders for (i) 29,595,139 shares of GTMI Common Stock and (ii) 4,000
shares  of GTMI series A Preferred Stock. Each share of Series A Preferred Stock
is  convertible into 208,274 GTMI Common Stock shares for a total of 833,096,000
GTMI  Common Stock shares, or 90% of GTMI Common Stock shares on a fully diluted
basis.

     As  provided by the Agreement, 100% of BHFC stock was delivered into escrow
on March 20, 1999.  Shares of GTMI stock were to be exchanged for the BHFC stock
pending  the  occurrence  of  certain conditions precedent, including the filing
with  the Securities and Exchange Commission of the Company's 1998 Annual Report
on  Form  10-KSB  and  its  Form  10-QSB  for  the quarter ended March 31, 1999.
Additionally  BHFC  management  recognized  that  the  original merger documents
stipulated that specifically certain significant litigations /judgments would be
resolved  in the following manner, WorldCom, would be resolved for an amount not
to  exceed  $300,000, IEX would be resolved for an amount not to exceed $50,000,
K&S Extelcom corporation would be resolved for an amount not to exceed $325,000.
BHFC,  in  agreeing  to  the  merger, relied on these stipulations and agreed to
place  its  shares  in  escrow  pending  the  resolution  of these items. It was
specifically stated in the merger agreements that if these were not resolved the
escrow  would  be  considered  breached,  the  merger would be abandoned and the
shares  in  escrow  returned  to  the  respective  parties.  However  previous
management  resigned  without resolving any of the specified debts. The Board of
BHFC  met  in Newport Beach on June 29th and 30th 1999 to discuss the matter and
it  was  agreed  that rather than breach the escrow, which would in effect leave
GTMI without management and any ability to meet its debts, it would be continued
until  the  three  matters  were  resolved.

#  Pursuant  to  the  rules  of  the Commission, shares of Common Stock which an
individual  or  group  has  a  right  to  acquire within 60 days pursuant to the
exercise  of options or warrants are deemed to be outstanding for the purpose of
computing  the  percentage  ownership  of  such individual or group, but are not
deemed  to  be outstanding for the purpose of computing the percentage ownership
of  any  other  person  shown  in  the  table.

(1)  The  address for each of these persons is the Company's principal executive
office,  located  at  4675 MacArthur Court, Suite 710, Newport Beach, California
92660.

(2)  In  addition  to  the  shares  held directly by him, respectively, Jonathon
Bentley-Stevens  holds  2,288  shares  of  Series  A  Preferred  Stock  which
are  convertible into 40,000 shares of Common Stock for each share of Preferred.

(3)  Regina  S.  Peralta  holds  1,512  shares  of  Series  A  Preferred  Stock.

(4)  Roderick  A.  McClain  was the registered owner of options to acquire up to
1,600,000  shares  of  Common  Stock  pursuant his employment agreement with the
Company  which  was  canceled  on  August  12,  1999.

(5)  Geoffrey  F. McClain was the registered owner of options to acquire 280,820
shares  of  Common  Stock  pursuant to his employment agreement with the Company
which  was  cancelled  on  August  12,  1999.

(6)  Herbert  S.  Perman  was the registered owner of options to acquire 150,000
shares  of  Common  Stock  pursuant to his employment agreement with the Company
which  was  cancelled  on  August  12,  1999.


                                                                              28
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

     BentleyTel.com ("BentleyTel"), currently operating as a subsidiary of GTMI,
was  incorporated  in  Nevada on September 30, 1999.  It was founded by Jonathan
Bentley-Stevens  and  Regina  Peralta  for  the purpose of acquiring entities in
other  countries previously identified by Mr. Stevens during his visits to those
countries  in  the period 1994-1998. At the time of incorporation of BentleyTel,
GTMI had a staff of one, and lacked funding, licenses, or resources to establish
a  subsidiary  and  or  acquire  other  companies.  The  BentleyTel.com Board of
Directors consisted of Mr. Bentley-Stevens, Ms. Peralta and Mr. David Tang.  Mr.
Bentley-Stevens  is  the  Chief  Executive Officer, Ms. Peralta is the Executive
Vice  President,  and  Mr.  Tang  is  the  Chief  Financial  Officer  with  Mr.
Bentley-Stevens  and  Ms.  Peralta  collectively  owning  100% of the issued and
outstanding  stock.

     BentleyTel.com  Inc.  then proceeded to acquire the three companies:  Octa4
Pty.  Ltd.  Located in Darwin,  Australia,  3G Communications, Inc.  located  in
Davao,  Philippines  and  DynaSem  Communications  Sdn.  Bhd.  located  in
Kuching,  Malaysia.  The  acquisitions  have provided  the  Company  with income
from  long-distance  telecommunications,  e-commence  business, ISP services and
technology  training.  These  companies  were  acquired  for  an  exchange  of
BentleyTel  stock  and  $1.2  million  in  cash  provided by Mr. Stevens and Ms.
Peralta.  Following  the  acquisitions,  the  presidents  of  the three acquired
entities  became  directors  of  BentleyTel.com  Inc.

     As  of  September  30th  1999,  GTMI had no operations, funding or business
plan. On October 11, 1999, Mr. Bentley-Stevens proposed an arrangement such that
GTMI  could  eventually  acquire majority shareholding of BentleyTel. He sought,
and  received  approval from the three subsidiaries. During due diligence by the
three technology companies it was disclosed that the GTMI/BHFC shares were still
in  escrow  pending  resolution  of three specific litigations. Recognizing that
those  same  litigations  could  impact  on  the  three companies if they became
subsidiaries,  an  identical  escrow  agreement  was  created  to  protect  the
subsidiaries and give GTMI time to resolve these pre-existing items. Mr. Stevens
then  further  agreed  to  surrender  97  shares of his own Preferred series "A"
(equivalent  to  approximately  20 million common shares) back to the Company in
order  that  the  same number of shares be available for escrow and exchange and
that  the  eventual  acquisition  of  BentleyTel  would  not dilute current GTMI
shareholders.  This,  with  the  other  share exchanges completed to acquire the
three  subsidiaries  reduced the shareholding of Mr. Bentley-Stevens to 22%, and
Ms. Peralta to 14.6%. In connection with the share exchange, Mr. Bentley-Stevens
and  Ms.  Peralta  received  no  consideration or compensation of any kind.  The
transaction  has been approved by the Boards of Directors of the Company and the
Board of Directors of BentleyTel. The exchanged shares remain escrow pending the
resolution  of  the  three  original  litigations  of  GTMI  as specified in the
original  GTMI/BHFC  share  exchange  agreements.  The  Board  of  Directors  of
BentleyTel  has  agreed  to  allow BentleyTel to operate as a subsidiary of GTMI
while  their  shares  remain  in escrow.   The  Board  of Directors and officers
consists  of  Mr.  Bentley-Stevens,  Ms.  Peralta,  Mr.  David  Tang  CFO  (non
director)  Felino  Molina  ,  Socrates  Palabyab,  Dr.  Morni Kambri  and  Terry
Lillis.  Mr.  Bentley-Stevens is the Chief Executive Officer, Ms. Peralta is the
Executive  Vice  President,  Mr.  Tang is the Chief Financial Officer  and  John
Walsh  is  the  Chief  Operating  Officer.

     On December 31, 1997, open account advances made by the Company to Roderick
McClain  totaled  $226,386 Effective  December  31,  1997,  Roderick  A. McClain
executed  a  demand promissory note, bearing interest at eight percent per annum
for  such  amount.   During  1998,  the  Company accrued interest increasing the
amount  to  $244,497.  As  of  December 31, 2000 the entire amount was reserved.

     The  Company  believes that the above-described transactions are as fair to
the  Company  as  could  have  been made with unaffiliated parties.  The Company
requires  that  transactions  between  the  Company and its officers, directors,
employees  or  stockholders  or  persons  or  entities affiliated with officers,
directors,  employees  or  stockholders  be  on  terms  no less favorable to the
Company  than  it  could  reasonably  obtain  in  arms-length  transactions with
independent third parties.  Such transactions were approved by a majority of the
disinterested  directors  of  the  Company.


                                                                              29
<PAGE>
                                     PART  IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.
-------------------------------------------------

A.   Financial  Statements

     The  financial  statements  required  by  this  Item 13 are being submitted
with  this  filing

B.   Reports  on  Form  8-K

     None

C.   Other  Exhibits
     None

27   Financial  Data  Schedule.
     None

INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE
----------------------------------------------------

     The  Company  is  currently  subject  to  the reporting requirements of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act") and in
accordance  therewith files reports, proxy statements and other information with
the  Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements  and  other  information  may  be  inspected and copied at the public
reference  facilities  of  the  Commission at 450 Fifth Street, N.W., Washington
D.C.  20549;  at  its New York Regional Office, Room 1400, 7 World Trade Center,
New  York, New York, 10048; and at its Chicago Regional Office, 500 West Madison
Street,  Suite  1400, Chicago, Illinois 60661-2411, and copies of such materials
can  be  obtained  from  the  Public Reference Section at prescribed rates.  The
Company  intends  to  furnish  its  stockholders  with annual reports containing
audited  financial statements and such other periodic reports as the Company may
determine  to  be  appropriate  or  as  may  be  required  by  law.

     Certain  documents  listed  above as exhibits to this Report on Form 10-KSB
are  incorporated  by  reference  from  other  documents previously filed by the
Company  with  the  Commission  as  follows:



             Previous  Filing                          Exhibit Number
         Incorporated  by  Reference                   in Form 10-KSB

     1.  Quarterly  Reports  on  Form  10-QSB              10.2
         for  the  quarters  ended  March  31,  2000
         June  30,  2000,  and  September  30,2000

     2.  Current  Reports  on  Form  8-K                   10.3
         dated  as  of  march  5th  2001
         dated  as  of  May  25th  2000
         dated  as  of  September  10th  2000
         dated  as  of  October  16th  2000


     3.  10KSB  June  30th  2000  Annual  Report

     4.  Current  reports  on  Form  8-K
         Dated  as  of  May  2,  2000


                                                                              30
<PAGE>
CONSENT  OF  Mendoza  Berger  &  Company,  LLP
INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

We  consent  to  the  incorporation  by  reference  and  use  in the Form 10 KSB
under the Securities  Exchange  Act  of 1934  of our report  on the consolidated
financial statements of Global TeleMedia International, Inc.  for the year ended
December  31,  1999.)




Mendoza  Berger  &  Company,  LLP
Laguna  Hills,  California



Dated:  May  23,  2001


SIGNATURES

     Pursuant  to  the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                   GLOBAL  TELEMEDIA
                                   INTERNATIONAL,  INC.



Dated:  May  23  2001                 By: /s/ Jonathon  Bentley-Stevens
                                             -----------------------------
                                               Jonathon  Bentley-Stevens
                                               President/Chief Executive Officer
                                                  Director

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated  below.

                                   GLOBAL  TELEMEDIA
                                   INTERNATIONAL,  INC.

Dated:  May  23  2001                 By: /s/ Jonathon  Bentley-Stevens
                                             -----------------------------
                                              Jonathon  Bentley-Stevens
                                              President/Chief Executive Officer
                                                  Director


Dated:  May  23,  2001                 By:  /s/  David  Tang
                                          ---------------------
                                               David  Tang
                                               Chief  Financial  Officer


                                                                              31
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                        Consolidated Financial Statements
                           DECEMBER 31, 2000 AND 1999

                                      INDEX
                                      -----

                                                                         Page
                                                                        Number
                                                                        ------

Independent Auditors' Report                                               F-2


Consolidated Balance Sheets                                            F3 - F4


Consolidated Statements of Operations                                       F5


Consolidated Statements of Comprehensive Income (Loss)                      F6


Consolidated Statement of Stockholders' Equity (Deficit)                    F7


Consolidated Statements of Cash Flows                                  F8 - F9


Notes to Consolidated Financial Statements                           F10 - F30


                                      F-1
<PAGE>
                          Independent Auditors' Report

To  the  Board  of  Directors  and  Stockholders  of
Global  Telemedia  International,  Inc.:

We have audited the accompanying consolidated balance sheet of Global Telemedia
International,  Inc.  and  subsidiaries as of December 31, 2000, and the related
consolidated  statements  of  operations,  comprehensive  income/(loss),
stockholders'  equity/(deficit)  and  cash flows for the year then ended.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audit.  We  did  not  audit the financial
statements  of Bentley House Furniture Company, a wholly-owned subsidiary, which
statements  reflect  total  assets  constituting 12% of the related consolidated
totals  at  December  31, 2000.  Those statements were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for Bentley House Furniture Company, is based solely on the
report  of  the  other  auditors.

The  accompanying  financial  statements of Global Telemedia International, Inc.
and  subsidiaries  as of December 31, 1999, were audited by other auditors whose
report,  thereon  dated June 26, 2000, expressed an unqualified opinion on those
statements.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit and the report of the other
auditors  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  based  on our audit and the report of the other auditors, the
consolidated  financial  statements  referred  to  above  present fairly, in all
material  respects,  the  financial  position of Global Telemedia International,
Inc.  and  subsidiaries  as  of  December  31,  2000,  and  the results of their
operations  and  their  cash  flows  for the years then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 2 to
the  financial  statements,  the  Company  has  suffered  recurring  losses from
operations,  including  a  loss  of  $14,449,156 for the year ended December 31,
2000.  These  losses and other factors raise substantial doubt about its ability
to  continue  as a going concern.  Management's plans in regard to these matters
are  also  described  in  Note  2.  The consolidated financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.



                                        MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                        Certified  Public  Accountants

Los  Angeles,  California
May  22,  2001


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
               GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS

                                                                     December 31,
                                                                ------------------------
                                                                   2000         1999
                                                                -----------  -----------
<S>                                                             <C>          <C>
    ASSETS
Current assets
  Cash and cash equivalents                                     $    15,962  $   214,105
  Accounts receivable, less allowance
    for doubtful accounts of $9,217,501 and $9,175,212              243,898      123,559
  Due from related parties                                          645,867            -
  Prepaid expenses and other current assets                         272,336      428,146
                                                                -----------  -----------

    Total Current Assets                                          1,178,063      765,810

Property, plant and equipment, net of accumulated depreciation
of $1,168,456 and $1,153,835                                      5,982,131    6,787,031

Investments                                                         657,344            -

Goodwill, net of accumulated amortization
  of 3,261,624 and $1,260,509                                    28,960,684   38,761,800

Other assets                                                        351,020      398,010
                                                                -----------  -----------

  Total Assets                                                  $37,129,242  $46,712,651
                                                                ===========  ===========
</TABLE>


     The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
           GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

    LIABILITIES  AND  STOCKHOLDERS'  EQUITY
                                                                            December 31,
                                                                    ---------------------------
    LIABILITIES                                                         2000           1999
                                                                    -------------  ------------
<S>                                                                 <C>            <C>
Current liabilities
  Accounts payable and accrued expenses                             $ 18,452,558   $21,934,920
  Due to related parties                                                 156,000             -
  Notes payable - other                                                6,049,997     9,502,974
  Capital lease obligation-current                                        71,339        74,185
                                                                    -------------  ------------
    Total Current Liabilities                                         24,729,894    31,512,079

Capital lease obligation-long term                                         3,993        60,495
Notes payable-long term                                                1,288,621        88,116
                                                                    -------------  ------------
Total  liabilities                                                    26,022,508    31,660,690
                                                                    -------------  ------------

Commitments and contingencies                                                  -             -

Minority Interest                                                      5,135,992     5,640,085
                                                                    -------------  ------------

Stockholders' equity

    Preferred stock,  $.01 par value; 9,991,000 shares authorized;
     none issued or outstanding                                                -             -
  Series A, convertible preferred stock, $.004 par value;
     5,000 shares authorized; 4,000 shares  issued and outstanding            16            16
  Series B, convertible preferred stock, $.004 par value;
     4,000 shares authorized; 443 shares  issued and outstanding               2             -
  Series B, convertible preferred stock subscribed                     7,431,802       485,400
  Common stock, $.020 par value; 100,000,000 shares authorized;
  29,421,707 and 14,978,900 issued and outstanding                       593,135       299,758
  Common stock subscribed                                                      -        42,500
  Common stock held in treasury , at cost                               (220,000)      (87,600)
  Additional paid-in capital                                          22,929,314    18,942,589
  Accumulated other comprehensive loss                                (1,913,721)   (1,870,137)
  Accumulated deficit                                                (22,849,806)   (8,400,650)
                                                                    -------------  ------------

  Total Stockholders' Equity                                           5,970,742     9,411,876
                                                                    -------------  ------------

  Total Liabilities and Stockholders' Equity                        $ 37,129,242   $46,712,651
                                                                    =============  ============
</TABLE>


     The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                 GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS


                                                               For the Year Ended December 31,
                                                               ------------------------------
                                                                     2000           1999
                                                                 -------------  ------------
<S>                                                              <C>            <C>
Revenue, net                                                     $  1,916,497   $   594,021

Cost of sales                                                       1,124,202        91,063
                                                                 -------------  ------------

      Gross profit                                                    792,295       502,958
                                                                 -------------  ------------

Operating expenses
  Professional fees                                                 2,615,096       565,715
  Depreciation and amortization                                     2,105,513     1,618,844
  Salaries and employee benefits                                      749,626        50,651
  Other selling, general and administrative expenses                3,524,832     2,397,047
                                                                 -------------  ------------
    Total operating expenses                                        8,995,067     4,632,257
                                                                 -------------  ------------

    Loss from operations                                           (8,202,772)   (4,129,299)
                                                                 -------------  ------------

Other income (expense)
  Interest expense                                                   (470,162)     (133,157)
  Loss on impairment of goodwill                                   (7,800,000)            -
  Othe expenses                                                       (69,237)            -
                                                                 -------------  ------------
    Total other income (expense)                                   (8,339,399)     (133,157)
                                                                 -------------  ------------

Loss before minority interest, provision for income taxes, and    (16,542,171)   (4,262,456)
 extraordinary item
  Minority interest in subsidiary                                     506,733         4,267
                                                                 -------------  ------------

Loss before provision for income taxes, and extraordinary item    (16,035,438)   (4,258,189)

Provision for income taxes                                                  -             -
                                                                 -------------  ------------

Loss before extraordinary item                                    (16,035,438)   (4,258,189)

Extraordinary item - forgiveness of debt, net of taxes              1,586,282             -
                                                                 -------------  ------------

Net loss                                                         $(14,449,156)  $(4,258,189)
                                                                 =============  ============

NET LOSS PER SHARE
Net loss per common share, before extraordinary item             $      (1.03)  $     (0.31)
Extraordinary item                                               $       0.10   $         -
                                                                 -------------  ------------
Basic and diluted net loss per common share                      $      (0.93)  $     (0.31)
                                                                 =============  ============

Weighted average shares of common stock - basic and diluted        15,586,000    13,938,712
                                                                 =============  ============
</TABLE>


     The accompanying notes are an integral part of the consolidated financial
                                   statements


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
           GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


                                         For the Year Ended December 31,
                                         -------------------------------
                                               2000           1999
                                           -------------  ------------
<S>                                        <C>            <C>
COMPREHENSIVE LOSS
  Net loss                                 $(14,449,156)  $(4,258,189)

  Unrealized loss on investments               (142,656)            -

  Foreign currency translation adjustment        99,072       (23,650)
                                           -------------  ------------

Comprehensive loss                         $(14,492,740)  $(4,281,839)
                                           =============  ============
</TABLE>


     The accompanying notes are an integral part of the consolidated financial
                                   statements


                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                                   GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                          FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                PREFERRED  STOCK                                     COMMON  STOCK
-----------------------------------------------------------------------------------------  -------------------------------------
                                                                              Series B
                             Series A    Series A    Series B    Series B    Convertible                               Common
                           Convertible      Par     Convertible     Par         Stock                                  Stock
                              Stock        Value       Stock       Value     Subscribed      Shares     Par Value    Subscribed
                           ------------  ---------  -----------  ---------  -------------  -----------  ----------  ------------
<S>                        <C>           <C>        <C>          <C>        <C>            <C>          <C>         <C>
Balance, at December
31, 1998, adjusted for 1
for 5 reverse stock split            -   $       -            -  $       -  $          -        40,000  $   52,347  $ 7,580,352

Shares issued for stock
Bentley House Furniture
Company, Inc.                    4,000          16                                           5,919,028     118,381
Shares surrendered                 (97)

Shares issued for stock
BentleyTel.com, Inc.                97

Adjusting entries to
reflect reverse
acquisition                                                                                  9,028,872     129,030   (7,580,352)
Treasury stock acquired
in exchange for amount
receivable
Cash received for
subscriptions                                                                    485,400                                 42,500
Foreign currency
translation adjustment,
net of tax
Net loss
                           ------------  ---------  -----------  ---------  -------------  -----------  ----------  ------------
Balance, at December
31, 1999, adjusted for 1
for 5 reverse stock split        4,000          16            -          -       485,400    14,987,900     299,758       42,500

Preferred Stock Issued
for Services Rendered                                                            535,000

Common Stock Issued
for Services Rendered                                                                          980,000      19,600
Preferred Stock
Subscribed in Settlement
of Debt                                                                          192,500

Common Stock Issued in
Settlement of Debt                                                                             923,100      18,462

Preferred Stock Issued in
Settlement of Debt                                          400          2
Common Stock
Subscribed                                                                        42,500                                (42,500)
Preferred Stock
Subscribed                                                                      (101,000)
Common Stock Issued
for Cash                                                                                       245,918       3,972
Exercise of Warrants                                                                            22,500         450
Common Stock Issued
for Compensation
Expense                                                                                         70,000       1,400
Issuance of Warrants and
Options for Services
Rendered                                                                                        46,667         933

Common Stock Issued as
Payment for Interest                                                                            51,001       1,020

Preferred Stock Issued as
Payment for Interest                                         43          0
Shares Issued for Stock
Purchase                                                                                     1,300,000      26,000
Issuance of Treasury
Stock                                                                                       11,000,000     220,000
Conversion of Preferred
Stock                                                                             (7,800)       77,500       1,540
Net Loss
Foreign Currency
Translation Adjustment
Unrealized Loss on
Investments
Treasury Stock Issued in
Settlement of Liabilities
Cash Contributed by
Shareholder for
Preferred Stock                                                                6,012,202
Cash Contributed by
Shareholder
                           ------------  ---------  -----------  ---------  -------------  -----------  ----------  ------------
                                 4,000   $      16          443  $       2  $  7,158,802   $29,704,586  $  593,135  $         -
                           ============  =========  ===========  =========  =============  ===========  ==========  ============



                                                         COMMON  STOCK
                           -------------------------------------------------------------------------
                                                      Accumulated
                                       Additional        Other                            Total
                            Treasury      Paid       Comprehensive     Accumulated    Stockholders'
                             Stock     in Capital   Income / (Loss)      deficit         Equity
                           ----------  -----------  ----------------  -------------  ---------------
<S>                        <C>         <C>          <C>               <C>            <C>
Balance, at December
31, 1998, adjusted for 1
for 5 reverse stock split  $       -   $         -  $    (1,846,577)  $ (4,142,461)  $    1,643,661

Shares issued for stock
Bentley House Furniture
Company, Inc.                            6,238,840                                        6,357,237
Shares surrendered                                                                                -

Shares issued for stock
BentleyTel.com, Inc.                     3,030,386                                        3,030,386

Adjusting entries to
reflect reverse
acquisition                              9,673,363                                        2,222,041
Treasury stock acquired
in exchange for amount
receivable                   (87,600)                                                       (87,600)
Cash received for
subscriptions                                                                               527,900
Foreign currency
translation adjustment,
net of tax                                                  (23,560)                        (23,560)
Net loss                                                                (4,258,189)      (4,258,189)
                           ----------  -----------  ----------------  -------------  ---------------
Balance, at December
31, 1999, adjusted for 1
for 5 reverse stock split    (87,600)   18,942,589       (1,870,137)    (8,400,650)       9,411,876

Preferred Stock Issued
for Services Rendered                                                                       535,000

Common Stock Issued
for Services Rendered                      261,355                                          280,955
Preferred Stock
Subscribed in Settlement
of Debt                                                                                     192,500

Common Stock Issued in
Settlement of Debt                       1,828,287                                        1,846,749

Preferred Stock Issued in
Settlement of Debt                         199,998                                          200,400
Common Stock
Subscribed                                                                                        0
Preferred Stock
Subscribed                                 101,000                                                0
Common Stock Issued
for Cash                                   156,954                                          160,926
Exercise of Warrants                        24,550                                           25,000
Common Stock Issued
for Compensation
Expense                                     87,850                                           89,250
Issuance of Warrants and
Options for Services
Rendered                                     8,857                                            9,790

Common Stock Issued as
Payment for Interest                        30,827                                           31,847

Preferred Stock Issued as
Payment for Interest                        10,437                                           10,480
Shares Issued for Stock
Purchase                                   774,000                                          800,000
Issuance of Treasury
Stock                       (220,000)                                                             0
Conversion of Preferred
Stock                                        6,260                                                0
Net Loss                                                               (14,449,156)     (14,449,156)
Foreign Currency
Translation Adjustment                                       99,072                          99,072
Unrealized Loss on
Investments                                                (142,656)                       (142,656)
Treasury Stock Issued in
Settlement of Liabilities     87,600       182,400                                          270,000
Cash Contributed by
Shareholder for
Preferred Stock                                                                           6,012,202
Cash Contributed by
Shareholder                                408,376                                          408,376
                                                                                                  0
                           ----------  -----------  ----------------  -------------  ---------------
                           $(220,000)  $23,023,740  $    (1,913,721)  $(22,849,806)  $    5,792,611
                           ==========  ===========  ================  =============  ===============
</TABLE>


     The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                       GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                  For the Year Ended
                                                                                     December 31,
                                                                             ---------------------------
                                                                                 2000           1999
                                                                             -------------  ------------
<S>                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                 $(14,449,156)  $(4,258,189)
  Impairement loss                                                              7,800,000             -
    Extraordinary gain on extinguishment of debt                               (1,586,282)            -
    Foreign currency translation adjustment                                       (99,072)      (23,560)
    Depreciation and amortization                                               2,105,513     1,618,844
    Allowance for doubtful accounts                                                42,289             -
    Unrealized loss on investments                                                142,656             -
    Stock issued  for services                                                          -             -
    Minority interest in consolidated subsidiary                                 (504,093)            -
    Other                                                                               -             -
Adjustments to reconcile net loss to net cash used in operating activities:
      Changes in certain assets and liabilities:
        Accounts receivable                                                      (162,628)     (203,580)
        Due from related parties                                                 (645,867)
        Prepaid expenses and other current assets                                 155,810             -
        Other assets                                                               46,990       117,367
        Accounts payable and accrued expenses                                  (3,482,362)    2,394,142
        Due to related parties                                                   (156,000)            -
                                                                             -------------  ------------
          Net cash used in operating activities                               (10,636,202)     (354,976)
                                                                             -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Change in property, plant and equipment                                         790,279             -
  Purchase of investments                                                        (800,000)            -
  Proceeds from sale of marketable securities                                           -             -
                                                                             -------------  ------------
         Net cash provided by (used in) investing activities                       (9,721)            -
                                                                             -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of preferred stock                                             -             -
  Proceeds from exercise of options and warrants                                        -             -
  Proceeds from sale of series b preferred stock                                6,946,404             -
  Proceeds from sale of common stock                                              250,877
  Payment relating to treasury stock                                             (132,400)
  Proceeds from issuance of stock                                               3,986,725             -
  Proceeds from notes payable                                                           -        41,000
  Repayment of capital lease obligations                                          (59,348)            -
  Repayment of notes payable                                                     (666,190)            -
  Proceeds from common stock subscribed                                                 -        42,500
  Proceeds form preferred series B subscribed                                           -       485,400
  Repayment of notes payable-other                                                      -             -
                                                                             -------------  ------------
         Net cash provided by  financing activities                            10,326,068       568,900
                                                                             -------------  ------------


     The accompanying notes are an integral part of the consolidated financial
                                   statements
</TABLE>


                                       F-8
<PAGE>
<TABLE>
<CAPTION>
                       GLOBAL TELEMEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                                  For the Year Ended
                                                                                     December 31,
                                                                             ---------------------------
                                                                                 2000           1999
                                                                             -------------  ------------
<S>                                                                          <C>            <C>

EFFECTS OF EXCHANGE RATE CHANGES ON CASH                                          121,712             -
                                                                             -------------  ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (198,143)      213,924
                                                                                            ------------

CASH AND CASH EQUIVALENTS - BEGINNING                                             214,105           181
                                                                             -------------  ------------

CASH AND CASH EQUIVALENTS - ENDING                                           $     15,962   $   214,105
                                                                             =============  ============



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                                                 $          -   $   133,157
                                                                             =============  ============
    Income taxes                                                             $          -   $         -
                                                                             =============  ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH,
  INVESTING AND FINANCING ACTIVITIES:
    Stock issued for assets acquired                                         $    800,000   $31,919,572
                                                                             =============  ============

    Stock issued to acquire a subsidiary                                     $          -   $ 8,666,667
                                                                             =============  ============

    Stock issued for other assets                                            $          -   $     8,000
                                                                             =============  ============

    Redemption of treasury stock                                             $    220,000   $    87,600
                                                                             =============  ============

    Additional redemption fees on property                                   $          -   $ 1,250,000
                                                                             =============  ============

    Stock exchanged in repayment of debt                                     $  2,239,649   $         -
                                                                             =============  ============
</TABLE>


     The accompanying notes are an integral part of the consolidated financial
                                   statements


                                       F-9
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  1     SUMMARY  OF  ACCOUNTING  POLICIES

BASIS  OF  CONSOLIDATION
------------------------
The  accompanying  consolidated  financial  statements  include  the accounts of
Global  Telemedia  International  Inc.  (The  "Company")  or  ("GTMI") which was
incorporated  under  the  laws of the state of Delaware on November 8, 1996, and
its  majority  owned  subsidiaries:

     Bentley House Furniture Company, Inc. ("BHFC"), incorporated under the laws
     of  the  Philippines  owned  100%  by  the  Company;

     BentleyTel.com  Inc,  ("BTC"),  incorporated under the laws of the state of
     Nevada  owned  55%  by the Company, with subsidiaries located in Australia,
     the  Philippines  and  Malaysia;

     Vision  21,  ("Vision"),  an inactive subsidiary owned 100% by the Company;

     Vision  21 Travel Pros ("Vision Travel"), an inactive subsidiary owned 100%
     by  the  Company;

     Octa4  Pty  Limited,  ("Octa4"),  incorporated under the laws of Australia,
     owned  100%  by  BTC;

     BentleyTel  Malaysia,  Sdn.  Bhd.  ("BTM"),  formerly  known  as  Dynasem
     Communications,  Sdn.  Bhd., incorporated under the laws of Malaysia, owned
     100%  by  BTC;

     3G  Communications  International, Inc. ("3G"), incorporated under the laws
     of  Phillipines,  owned  100%  by  BTC;

     Bunsanco,  ("Bunsanco"),  incorporated under the laws of Philippines, owned
     49%  by  BHFC;  and

     BHFC Creosoting ("Creo"), incorporated under the laws of Philippines, owned
     100%  by  BHFC

All  significant  intercompany accounts and transactions have been eliminated in
consolidation.

Minority  interest  represents the minority shareholders' proportionate share of
their  equity  or income (loss) of the Company's majority-owned subsidiary, BTC.


                                      F10
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  1     SUMMARY  OF  ACCOUNTING  POLICIES  (Continued)


NATURE  OF  BUSINESS  AND  ORGANIZATION
---------------------------------------
The  Company is in the business of marketing long distance telephone and related
services  to  individuals,  businesses and other customers throughout the United
States.

On  April  2,  1999,  GTMI  executed  a share exchange agreement with BHFC.  The
merger  was  accounted  for as a reverse acquisition whereby BHFC was treated as
the  accounting  acquirer and GTMI as the accounting acquiree.  The accompanying
consolidated  financial  statements  include  the historical results of BHFC and
the  consolidated  results  of  GTMI  as  of  the  date of the merger. BHFC is a
manufacturer of furniture and wood products for the housing and resort industry.
Management's  plans  are to reinvest any profits from this line of business into
the  telecommunications  area.

In  October  1999,  GTMI  executed  a  share  exchange  agreement  BTC.  BTC,
(www.bentleytel.com)  is  a  leading  developer  of  Smart-e-Cards
www.smart-e-card.net  interactive  software  for  complex  E-commerce solutions,
Voice  over  IP, LAN VPN (Virtual Private Network), ISP, and Virtual ISP. BTC is
currently  operating  as  a  subsidiary  of the Company, though the Company must
satisfy  pre-existing  conditions,  a legacy of previous management, in order to
satisfy  the escrow provisions and to complete its control of BTC which operates
in  the  USA, Australia, Malaysia and the Philippines. Through BTC,  the Company
now  has  operations  in  the  United  States,  the  Philippines, Australia, and
Malaysia.

The operations of BTC include internet services, e-commerce, telecommunications,
and  computer  sales  and  training.  The  Company,  through  BTC  is  currently
developing  and  co-developing certain telecommunication and e-commerce products
which  the  Company  expects  to  bring  to  the  market  as  soon  as possible.

With  these  acquisitions,  the  Company's business focus is to raise additional
capital  to  develop  business opportunities in telecommunications, agriculture,
mining,  timber  import  and  export,  and furniture manufacturing in the United
States,  Asia,  and  Australia.

USE  OF  ESTIMATES
------------------
The  preparation  of  the  consolidated  financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of contingent assets and liabilities at the date of the consolidated
financial  statements and the reported amount of revenue and expenses during the
reported  period.  The  Company  reviews all significant estimates effecting the
financial  statements  on  a  recurring  basis  and  records  the  effect of any
necessary  adjustments prior to their issuance. Actual results could differ from
those  estimates.

RECLASSIFICATIONS
-----------------
Certain  reclassifications  have  been  made to the 1999 financial statements to
conform  with  the  2000  presentation.


                                      F11
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  1     SUMMARY  OF  ACCOUNTING  POLICIES  (Continued)


REVENUE  RECOGNITION
--------------------
Revenue  from  the  sale  of  goods  is recognized upon the delivery of goods to
customers

Revenue  form  the  rendering  of service is recognized upon the delivery of the
services  to  the  customers.

Revenue  from  the provision of Internet services over a specific period of time
is  recognized  on  an  actual basis in the period during which the services are
utilized  by  the  customer.

CASH  AND  CASH  EQUIVALENTS
----------------------------
Cash  and  cash  equivalents  are  investments with original maturities of three
months  or  less  and  are  short-term,  highly liquid investments that are both
readily convertible to known amounts of cash and are so near their maturity that
they  present  insignificant  risk  of  changes  in  value because of changes in
interest  rate.

CONCENTRATION  OF  CREDIT  RISK
-------------------------------
The  company  places  its cash in what it believes to be credit worthy financial
institutions,  However,  cash balances may exceed FDIC insured levels at various
times  during  the  year.

PROPERTY,  PLANT  AND  EQUIPMENT
--------------------------------
Property,  plant and equipment is stated at cost. Depreciation is computed using
the  straight-line  method  over  the  estimated  useful life of the asset.  The
estimated  useful  lives  are  as  follows:


        Furniture and fixtures    seven years
        Office equipment          five years
        Computer equipment        three years
        Transportation equipment  five years
        Machinery                 fifteen years
        Improvements              twenty years
        Plant construction costs  thirty years


The  cost  of  installed  equipment  includes  expenditures  for  installation.
Leasehold improvements are depreciated over the lessor of their estimated useful
lives  or  the  term  of  the  related  lease.

INVESTMENTS
-----------
The  Company  has  classified  its investment portfolio as available-for-sale in
accordance  with  the  provisions  of  SFAS  No.  115  "Accounting  for  Certain
Investments  in  Debt  and Equity Securities". Available-for-sale securities are
stated  at fair value with unrealized gains and losses included in shareholders'
equity  as other comprehensive income. Realized gains and losses are included in
other  income  (expense).  The  cost of securities sold is based on the specific
identification  method.


                                      F12
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  1     SUMMARY  OF  ACCOUNTING  POLICIES  (Continued)

GOODWILL
--------
Goodwill  represents the excess of purchase price over the estimated fair values
of  tangible and intangible assets acquired from the reverse acquisition of BHFC
and  its  foreign  operating  subsidiaries  through the Company's 55% holding in
BentleyTel.com,  Inc.  Goodwill  is  amortized  on a straight-line basis over 20
years.  The carrying amount of goodwill is periodically reviewed using estimated
undiscounted  net  cash  flows  of  the  business  acquired  over  the remaining
amortization  period.  If an impairment is determined, the asset is written down
to  its  fair  market value, which is the discounted value of the estimated cash
flows  expected  over  the  life  of  the  asset.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------
The  Company has cash and cash equivalents, receivables and accounts payable for
which  the  carrying  value  approximates  the  fair value due to the short-term
nature of these instruments. The fair value of the Company's debt instruments is
based  on  the quoted market price for the same or similar issues on the current
rates  offered  to  the  Company  for the debt of the same remaining securities.

The  carrying value of the current and long-term debt approximates fair value as
the  related  interest  rate  is  variable  and  approximates  market  rates.

FOREIGN  CURRENCY  TRANSLATION
------------------------------
The  Company  has  determined  that  the  local  currency  of  its international
subsidiaries  is  the  functional  currency.  In  accordance  with  Statement of
Financial Accounting Standard No. 52, "Foreign Currency Translation," ("SFAS No.
52")  the  assets and liabilities denominated in foreign currency are translated
into U.S. dollars at the current rate of exchange existing at period-end and the
related revenues and expenses are translated at average exchange rates in effect
during  the  period.  The cumulative effect resulting from such translations are
recorded  as  other  comprehensive  income, a separate component in stockholders
equity.  Foreign  currency  transaction  gains  and  losses  are included in the
statement  of  operations.

INCOME  TAXES
-------------
Income  taxes  are  accounted  for  under  the  asset  and  liability  method in
accordance with Statement of Financial Accounting Standards no. 109, "Accounting
for  Income  Taxes."  ("SFAS  No.109")  Deferred  tax assets and liabilities are
recognized  for  future tax consequences attributable to differences between the
financial  statement  carrying  amounts  of  existing assets and liabilities and
their  respective  tax  basis.  Deferred tax assets and liabilities are measured
using  enacted  tax  rates  expected  to apply to taxable income in the years in
which  those  temporary  differences  are expected to be recovered or settled. A
valuation  allowance  is provided when management cannot determine whether it is
more likely than not that the deferred tax asset will be realized. The effect on
deferred  tax  assets  and liabilities of a change in the rates is recognized in
the  consolidated  statement  of  operations  in  the  period  that includes the
enactment  date.


                                      F13
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  1     SUMMARY  OF  ACCOUNTING  POLICIES  (Continued)

ADVERTISING  COSTS
------------------
Advertising  costs are expensed as incurred and included in selling, general and
administrative  expenses.  For  the  years  ended  December  31,  2000 and 1999,
advertising  expense  were  approximately  $240,000  and  $150,000 respectively.

IMPAIRMENT  OF  LONG  LIVED  ASSETS
-----------------------------------
Statement  of  financial  Accounting  Standards  No,  121,  "Accounting  for the
Impairment  of  Long-Lived  Assets  and for Long-Lived Assets to be Disposed Of"
("SFAS  No.  121")  establishes  guidelines  regarding when impairment losses on
long-lived  assets,  which  include computer equipment, should be recognized and
how impairment losses should be measured.  The Company periodically reviews such
assets  for  possible  impairment  and  expected  losses,  if  any, are recorded
currently.

STOCK-BASED  COMPENSATION
-------------------------
Statement  of  Financial Accounting Standard No. 123 "Accounting for Stock-Based
Compensation"  ("SFAS  123")allows  an  entity  to  elect to continue to measure
compensation  costs  under  Accounting  Principles  Board  Opinion  No.  25,
"Accounting  for  Stock  Issued  to  Employees" ("APB No. 25"), but requires pro
forma  disclosures  of  net  loss and loss per share as if the fair-valued-based
method of accounting had been applied.  In accordance with SFAS 123, the Company
elected  to  continue  to measure compensation cost under APB No. 25, and comply
with  the  pro  forma  disclosure  requirements.

The  Company has adopted for footnote disclosure purposes SFAS No. 123, of which
requires  that  companies disclose the cost of stock-based employee compensation
at  the  grant date based on the value of the award  (the fair value method) and
disclose  this cost over the service period.  The value of the stock-based award
is  determined  using a pricing model whereby compensation cost is the excess of
the  fair  value  of  the award a determined by the model at grant date or other
measurement  date  over  the  amount  an employee must pay to acquire the stock.
Transactions  in which goods or services are received from non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

LOSS  PER  SHARE
----------------
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128")  provides  for  the  calculation  of basic and diluted earnings per share.
Basic  loss  per  share  includes  no  dilution and is computed by dividing loss
allocable  common  shares  by  the  weighted  average  number  of  common shares
outstanding  for  the  period.  Diluted  loss  per  share reflects the potential
dilution  of securities that could share in the loss of an entity, such as stock
options, warrants or convertible preferred stock.  At December 31, 2000 and 1999
potentially dilutive securities were not included in the computation of dilutive
loss  per  share  as  the  effect  would  be  anti-dilutive.


                                      F14
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  1     SUMMARY  OF  ACCOUNTING  POLICIES  (Continued)


SEGMENT  INFORMATION
--------------------
Effective January 1, 1999, the Company adopted statement of Financial Accounting
Standards  No.  131  "Disclosures  About  Segments  of a Business Enterprise and
Related  Information."  (SFAS  No. 131) which supercedes SFAS No. 14, "Financial
Reporting  for Segments of a Business Enterprise," and establishes standards for
the  way  that  public  business  enterprises report information about operating
segments  in  annual  financial  statements.  SFAS  No.  131  also  establishes
standards for related disclosures about products and services, geographic areas,
and major customers.  The adoption of SFAS No. 131 did not affect the results of
operations  or financial position of the Company, but did affect the disclosures
of  the  segment  information.

COMPREHENSIVE  INCOME
---------------------
SFAS  No.  130,  "Reporting Comprehensive Income", establishes standards for the
reporting  and  display  of  comprehensive  income  and  its  components  in the
financial  statements.  The  items  of  other  comprehensive  income  that  are
typically  required  to be displayed are foreign currency items, minimum pension
liability adjustments, and unrealized gains and losses on certain investments in
debt  and  equity securities.  As of December 31, 2000 and 1999, the Company has
items  that  represent  comprehensive  income,  and  therefore,  has  included a
statement  of  comprehensive  income.

ECONOMIC  ENVIRONMENT  IN  THE  ASIA  PACIFIC  REGION
-----------------------------------------------------
The  economic  developments  in  the  Asia Pacific Region continue to affect the
Philippines  and Malaysia and have led to fluctuating foreign exchange rates and
tight  financial  credit.  Although  the foreign exchange rates and the interest
are  now  leaning towards lower levels, the Company will continue to be affected
in  the  foreseeable  future by economic events in the Asia Pacific Region.  The
financial statements do not include any adjustments that might result from these
uncertainties.  Related  effects will be reported in the financial statements as
they  become  known  and  estimable.


NOTE  2     LIQUIDITY  AND  GOING  CONCERN

The  accompanying  consolidated financial statements have been prepared assuming
the  company  will continue as a going concern. Since the inception, the Company
has  suffered recurring losses from operations.  For the year ended December 31,
2000,  the  Company  incurred  a  net  loss  of  $14,449,159 which included an
extraordinary  gain  resulting  from  the discharge of debt of $ 1,586,282. The
Company  as  of  December  31,  2000  also  had  a  working  capital  deficit of
$23,551,831 and  an  accumulated  deficit  of  $22,849,806.

Based  upon the Company's plan of operation, the Company estimates that existing
resources,  together  with funds generated from operations will no be sufficient
to  fund  the  Company's  working  capital.  The  Company  is  actively  seeking
additional  equity  financing.


                                      F15
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  2     LIQUIDITY  AND  GOING  CONCERN  (Continued)

There  can  be no assurances the Company is unable to obtain such financing, the
Company  will  be  forced  to scale back operations, which would have an adverse
effect  on  the  Company's  financial  condition  and  results  of  operations.

The  Company  is  still  attempting  to  restructure  its debt, raise additional
financing  through  the  sale of its stock and introduce new products and expand
into  new markets, but may not be able to do so. The financial statements do not
include  any  adjustments  that  may  be  necessary  if the Company is unable to
continue  as  a  going  concern.

NOTE  3     BUSINESS  COMBINATIONS

ACQUISITION  OF  BENTLEY  HOUSE  FURNITURE  COMPANY,  INC.
----------------------------------------------------------
Pursuant  to  the  Agreement  for  the  Purchase  of Stock dated March 18, 1999,
(Acquisition Agreement) , GTMI acquired 100% of the outstanding shares of common
stock  of  BHFC, as of April 2, 1999.  The Company issued 29,595,139(5,919,027.8
post-split)  shares  of  its  common  stock  and  4,000  shares  of its Series A
Convertible  Preferred  Stock  in  exchange  for  all the issued and outstanding
shares  of  BHFC  common  stock,  which  totaled  200,0000  shares.

Simultaneously  with  the  closing  of  the  acquisition  agreement,  an  Escrow
Agreement  was  created then amended on July 1,1999, so that 3,878 shares of the
4,000  shares  originally  issued  of  GTMI

Series  A  Convertible  Preferred  Stock and the 200,000 shares of BHFC's common
stock  would be placed in escrow for the period of one year from July 1999.  The
29,595,139  (5,919,027.8  post-split)shares  of GTMI common stock were issued to
the  shareholders  of  BHFC.  As  a  condition  for the release of the shares of
common  stock  of  GTMI, they agreed to waive all and any salary or compensation
for  the period of one year and to arrange funding for all  of the restructuring
costs  and  legal  fees  for  the  same  period.

The  escrow  agreement  provides  that  if  during the escrow period, GTMI files
chapter  11  or  Chapter 7 or for other creditor protection, the 3,878 shares of
Series A Convertible Preferred shares of GTMI held in escrow will be immediately
retired,  200,000  shares  of  BHFC's  common  stock,  held  in  escrow, will be
immediately  returned  and  the  shareholders of BHFC will retain the 29,595,139
(5,919,027.8  post-split)  shares  of common stock issued to them and no further
claims  will  be  levied  against  them.  The  escrow  agreement  allows the new
shareholders of GTMI to vote and to receive any dividends paid on the stock held
in  escrow.

The  acquisition  was  accounted for as a reverse acquisition under the purchase
method  of  accounting,  whereby BHFC was treated as the accounting acquirer and
GTMI  as  the  accounting acquiree.  As such, the assets and liabilities of GTMI
will  be  revalued at their fair market value as of the date of the acquisition.
Any  excess  purchase  price  over the fair market value of the net tangible and
intangible  assets  of  GTMI  at  the  acquisition date will be amortized over a
period  of  20  years.


                                      F16
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  3     BUSINESS  COMBINATIONS  (Continued)

ACQUISITION  OF  BENTLEY  HOUSE  FURNITURE  COMPANY,  INC.  (Continued)
-----------------------------------------------------------------------
The  Company  recorded  a  total  of  $31,801,176  in  goodwill  related to this
transaction  and $1,590,009 and $1,192,000 in amortization expense for the years
ended  December  31,  2000  and  December  31,  1999,  respectively.

The  historical  financial  statements  prior to April 2, 1999, will be those of
BHFC  but  the  name  of  the corporation going forward will be Global Telemedia
International,  Inc.

ACQUISITION  OF  BENTLEYTEL.COM,  INC.
--------------------------------------
On  October  12,  1999,  the  Company  executed  a share exchange agreement with
BentleyTel.com,  Inc.,  and  its  subsidiaries  (BTC),  a  Nevada  corporation.
Pursuant  to  the  agreement,  the  Company  issued  97  shares  of its Series A
Convertible  Preferred  Stock in exchange for 20,202,578 shares of BTC, which is
approximately  55.1%,  of its issued and outstanding common stock.  BTC's wholly
owned  subsidiaries  comprise  of  operating  companies  in  Australia,  the
Philippines,  and Malaysia. In order to complete the purchase, the President/CEO
surrendered  97  shares,  which  he  personally owned, of the Company's Series A
Convertible  Preferred  Stock

An  Escrow  Agreement  was  also executed simultaneously with the closing of the
Share  Exchange agreement.  Under the Escrow Agreement, the Company delivered to
the  escrow holder the 97 shares of Series A Convertible Preferred Stock and the
20,202,578 shares of BentleyTel.com,Inc. common stock to be held in escrow for a
period  of  one  year. The escrow provides that if during the escrow period GTMI
files  chapter  11 or 7 or for other creditor protection the escrow holder shall
without  further instruction deliver the exchanged BentleyTel.com, Inc. stock to
BentleyTel.com,  Inc. and the exchanged GTMI stock to GTMI. The escrow agreement
allows  the new shareholders of BTC to vote and to receive any dividends paid on
the  stock  held  in  escrow.

The  Company  accounted  for  the  share  exchange  under the purchase method of
accounting.  The  Company  recorded  a total of $8,221,133 in goodwill, which is
being  amortized  over  20  years.  The Company recorded $411,588 and $68,509 in
amortization  expense  for  the  nine month and year ended December 31, 2000 and
December  31,  1999,  respectively.

The  shareholders  of  the  3,878  shares of GTMI Series A Convertible Preferred
Stock  have  signed  a  lock-up  agreement  that would progressively release the
Series A Convertible Preferred Stock over a period of five years based on growth
and  other  factors  as  may  be  determined  by  the  Company.


                                      F17
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  4     PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following:

                                        DECEMBER  31,
                                        -------------
                                            2000          1999
                                        ------------  ------------

Land and improvements                   $ 4,217,365   $ 5,303,169
Machinery and equipment                   2,208,422     1,602,287
Transportation equipment                    291,130       357,982
Office equipment, furniture & fixtures      250,900       292,303
Leasehold improvements                      119,102       171,533
Property held under capital leases           63,669       213,592
                                        ------------  ------------
                                          7,150,587     7,940,866
Less: accumulated depreciation           (1,168,457)   (1,153,835)
                                        ------------  ------------
                                        $ 5,982,131   $ 6,787,031
                                        ============  ============

     Depreciation expense for the  year ended December 31, 2000 and December 31,
1999  is  $379,432
and  $358,335,  respectively.

NOTE  5     INVESTMENTS

Investments  as  of  December  31,  2000  consists  of  _______


                                      F18
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  6     NOTES  PAYABLE

     Notes  payable  consisted  of  the  following  as  of:

<TABLE>
<CAPTION>
                                                                  DECEMBER  31,
                                                           --------------------------
                                                               2000          1999
                                                           ------------  ------------
<S>                                                        <C>           <C>

Various 0% to 10.45% notes payable to related parities     $   281,480   $   305,211
3% convertible debenture due on demand,
   in default (Note 5a)                                      3,194,150     4,416,000

Note payable to bank with interest at the prevailing
  Market rate, subject to monthly repricing,
  Secured by the real estate mortgage of the Company's
  land and other properties in the Philippines (Note 5b)        833,567    3,785,570

20% note payable, convertible into shares of the
  company common stock, secured by a security
  interest in prepaid expense and guaranteed by the
  company's former President/CEO                                182,500      172,500

Various 8% to 18% unsecured notes payable, due on
  demand  and in default                                       903,309       903,309
8% unsecured note payable, due January 15, 2000                  8,500         8,500
8% convertible debenture due January 2002                      750,000
various unsecured notes payable interest from 0% to 20%      1,194,000
                                                           ------------  ------------
                                                             7,338,618     9,591,090
Less: current maturities                                    (6,049,997)   (9,502,974)
                                                           ------------  ------------
                                                           $ 1,288,621   $    88,116
                                                           ============  ============
</TABLE>

Annual  maturity  of  bank  and  other  loans  payable  are  as  follows:

                 Year Ended September 30,
                 ------------------------
                           2001               $6,007,849
                                                $814,525
                           2002                   64,525
                           2003                   64,525
                           2004                   64,525
                           2005                  322,624
                                               ----------
                      and thereafter           $6,826,266
                                               ==========


                                      F19
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  6     NOTES  PAYABLE  (Continued)

On  April  2,  1999,  the  GTMI,  Inc. acquired Bentley House Furniture Company,
Inc.a  Philippine  Corporation  (BHFC).  The  merger  was  accounted  for  as  a
reverse  acquisition  whereby  BHFC  was  treated as the accounting acquirer and
GTMI  as  the  accounting  acquiree.  The  accompanying  consolidated  financial
statements  include  the  historical  results  of  BHFC  and  the  consolidated
results  of  GTMI  as  of  the  date  of  merger  (Note  3).

BHFC allows the Company to have a manufacturing base, whereby furniture and wood
products can be manufactured for the housing and resort industries. Management's
plans  are  to  reinvest  any  profits  from  this  line  of  business  into the
telecommunications  arena.

In  October  1999,  GTMI  executed  a  share exchange agreement to acquire 55.1%
of  BentleyTel.com,  Inc.  (BTC), a Nevada Corporation.  Through  this agreement
the  Company  now  has  operations  in  the  United  States,  the  Philippines,
Australia,  and  Malaysia  through  BTC's wholly owned  subsidiaries  (Note  3).

The operations of BTC include internet services, e-commerce, telecommunications,
and  computer  sales  and  training.  The  Company,  through  BTC  is  currently
developing  and  co-developing certain telecommunication and e-commerce products
which  the  Company  expects  to  bring  to  the  market  as  soon  as possible.

Through  these  agreements,  the Company's business focus is to raise additional
capital  to  develop  business  opportunities  in  telecommunications,  housing,
timber  and furniture manufacturing in the United States,  Asia  and  Australia.

NOTE  7     COMMITMENTS  AND  CONTINGENCIES

OPERATING  LEASES
-----------------

The company leases its premises under a five-year operating lease, which expires
May  20,  2005.  The  future minimum lease payments under the operating lease at
December  31,  1999  are  as  follows:

                     Year  Ended  December  31
                     --------------------------
                                 2001                       93,294
                                 2002                       96,798
                                 2003                      100,302
                                 2004                      103,806
                                 2005                      103,800

Rental  expense  for  the years ended December 31, 2000 and 1999 was $68,734 and
$26,225,  respectively.


                                      F20
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  7     COMMITMENTS  AND  CONTINGENCIES  (Continued)

CAPITAL  LEASES
---------------

The  Company  leases  various  equipment  under agreements classified as capital
leases  and  expiring  in 2002.  Assets and liabilities under capital leases are
recorded  at the lower of the present value of the minimum lease payments or the
fair  value  of  the  asset.  The  assets  are depreciated over the lower of the
related  lease  terms  or  their  estimated  productive  lives.  Accumulated
depreciation  of  the  equipment  under  these capital leases is included in the
depreciation  expense  in  1999.

The  future  minimum  lease payments due under the capital leases at December 31
are:

<TABLE>
<CAPTION>
                                              2000       1999
                                            ---------  ---------
<S>                                         <C>        <C>
Future minimum lease payments               $ 81,466   $150,488
Less: amount representing interest            (2,734)   (15,808)
                                            ---------  ---------
Present value of net minimum lease payment    78,732    134,680
Less: current portion                        (74,739)   (74,185)
                                            ---------  ---------

                                            $  3,993   $ 60,495
                                            =========  =========
</TABLE>

Minimum  future  lease payments under capital leases as of December 31, for each
of  the  next  five  years  are:

                                  Year  ended  December  31,
                                  --------------------------

                                              2001                     $74,739
                                              2002                       3,993
                                              2002?
                                                               ---------------

                                                               $        78,732
                                                               ===============


EMPLOYMENT  AGREEMENTS
----------------------
The  Company  has  employment  agreements with certain officers, which expire at
various  times  through  2005.  During  1999, previous management resigned their
positions with the Company, effectively terminating their employment agreements.

MARKETING  AND  SALES  CONTRACT
-------------------------------
In  October,  1999,  the  Company  entered  into  a  5-year  agreement  with  an
individual  consultant  to  provide  services related to the design of furniture
and  fixture related  to  homes,  resorts,  and  custom  designed  buildings and
to  grant  the  Company  and  exclusive  license  to  manufacture  and  sell the
products  through  October,  2006. In view of the fact that the factory has been
on  standby  since  that  time both parties have agreed to revisit the agreement
once  production  has  commenced.


                                      F21
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  7     COMMITMENTS  AND  CONTINGENCIES  (Continued)

LITIGATION
----------

CAM-NET  Litigation.  On  February  20,  1997,  a complaint was filed by CAM-NET
-------------------
Communications  Network, Inc.  ("CN") in federal court for the Northern District
of  Georgia,  (197-CV-0448).  The  complaint  sought  recovery on two promissory
notes  in the total principal amount of $250,000, together with interest thereon
to  February  17,  1997  of  $21,071.70, additional interest to date of payment,
attorney's  fees,  costs  and expenses.  The Company had offered a split payment
cash  settlement  in  this  matter.  As  at  Dec  31  2000  interest  accrued is
$81,764.00

     RBB Bank-Khalifa Litigation.  On or about July 30 1996 and August 28, 1996,
     ---------------------------
The  Company  issued  the aggregate principal amount of $6,683,333 of certain 3%
Convertible  Debentures, due August 15, 1998 (the "Debentures"), as follows: (i)
RBB  Bank  Aktiengesselschaft  ("RBB  Bank")  ($4,000,000),  (ii) Mohammed Ghaus
Khalifa  ("Khalifa")  ($1,333,333), and (iii) Canadian Imperial Bank of Commerce
("CIBC")  ($1,350,000) (collectively, the "Debenture holders").  The Company has
finalized  a  negotiated settlement of these disagreements providing for payment
of  $1,000,000  to Khalifa, and $3,417,667 to RBB Bank over a period of 6 months
commencing after the shareholders meeting.  The settlement calls for conversions
every  45 days, at market rate in either cash, or stock at the Company's choice.
The Company has made an initial conversion of 438,066 shares with 100,000 shares
as  a  one  time  penalty  shares to RBB and 331,832 shares to Gustav Khalifa in
respect  of  the  order, however, following the  decline of the stock market RBB
Bank  has  sought  a  hearing  to  re-open  the  settlement  agreement.


     WorldCom/WilTel  Litigation.  On  August  29,  1997,  a complaint was filed
     ---------------------------
against  the  Company  by  WorldCom  Network Services, Inc.  d/b/a WilTel in the
State Court of Dekalb County, Georgia (Action No.  97A-36948-3) seeking recovery
of Approximately $9 million for payment of services rendered as well as fees for
attorneys  and court costs.  WorldCom had set a trial date and the Company could
not  afford to go to trial. The debt was created by previous management and left
little  room for defense. New management had negotiated a settlement that called
for  suspension  of  the  suit,  a  deposit  of $500,000 and monthly payments of
$117,000.  The  company had anticipated that the BentleyTel range of cards would
be on sale by this time and that such a financial commitment would be able to be
met.  Management  has informed WorldCom that it is unable to meet the commitment
and  is  formulating  an  alternative  plan  while  awaiting  a  response.

     K&S International Communications, Ltd Arbitration. The Company was involved
     --------------------------------------------------
in  an arbitration proceeding with Extelcom Corporation (a/k/a K&S International
Communications, Ltd.("K&S")  with respect to a former agreement under which each
party  was  to  provide  services  to  the  other.  Based  upon  a  default,
wherein  the  former  President  Rod McClain failed to appear for arbitration an
award  was entered against the Company  in  May  1998  for $2.5 million.  In the
third  quarter  2000  K&S  sought  an execution of the judgment in the amount of
$3.25  million.  The execution of this judgment could have forced the Company to
bankruptcy.  In  order  to  avoid  this,  President Jonathon Bentley-Stevens and
Executive  Vice  President  Regina S. Peralta paid $240,000 in cash, turned over
500,000  of  their  free trading shares (under rule 144) and signed a promissory
note  for $400,000 secured by a    one million restricted share certificate from
Mr.  Stevens.  This  settled  the  matter and the court issued a satisfaction of
judgment  notice  to the Company in respect to this litigation. The cash payment
by  the  two shareholders was treated as paid in capital to avoid increasing the
Company's  debt.

Oriental  Properties Inc. Arbitration The company was involved in arbitration on
--------------------------------------
March  6th  2001  in  respect  to a loan by Oriental properties in the principal
amount  of $150,000 the company confirmed the amount which was originally signed
by former president Rod McClain and the funds used to pay an advance to CyberAir
for  access  to their technology. The arbitrator confirmed the debt and included
an  interest  component  penalties  and  arbitration  fees  together,  totaling
$254,099.91  and  carry  9%  interest  till  paid.


                                      F22
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  7     COMMITMENTS  AND  CONTINGENCIES  (Continued)

LITIGATION  (continued)
-----------------------
A  complaint  was  filed  against the Company to collect on a promissory note in
total  principal  amount  of $250,000, together with interest and attorney fees.
In May 20, 2000 a default judgment was entered against the Company in the amount
of  $262,309, $47,808 in interest and $46,517 in attorney fees.  At December 31,
1999 the Company has recorded a 12% note payable of $262,309, $47,808 in accrued
interest,  and  $47,808  accrued  legal  fees  relating  to  this  matter.

Pursuant  to a Nonqualified Stock Option Agreement dated May 28, 1998, an option
holder  exercised  its  rights to purchase 282,075 shares of unrestricted common
stock  at  $.46 per share.  The Company has not issued the stock, giving rise to

the  claims  for  the  beach  of contract and conversion.  The option holder has
stated that they will hold the Company responsible for the damages caused by the
failure  to  issue  the  shares, resulting in estimated damages of approximately
$700,000  plus  punitive  damages.  No  amounts have been recorded by management
related  to  this  matter,  since  no  claims  have  been  asserted.

The Company entered into a settlement agreement with the former President of the
Company.  Under the terms of the settlement agreement, the Company will pay John
Walsh  $205,000  and 850,000 shares of the Company's common stock. Additionally,
upon  the execution of the agreement, the Company's current President/CEO was to
have remitted his personal shares to the Company transfer agent for cancellation
and  the  re-issuance  of  the  shares  to  the former employee. The shares were
delivered and funds were paid leaving an amount of $100,000 owing to John Walsh.
(Note  8). The Company has accrued $100,000  as  of  December  31,  2000 related
to  this  matter.

The  Company  entered  into  a  settlement  agreement  with a major customer for
services  rendered but not paid.  In the lawsuit, the Company also requested the
return  of  2,168,767  shares  of  its  common  stock  that  were issued to this
customer.  In  accordance  with  the  terms  of  the  settlement  agreement, the
customer  was  to pay $200,000 for the shares of common stock. The customer paid
$112,400 for 1,218,767 shares of common stock and returned 950,000 shares of the
Company's common stock instead of paying the remaining $87,600.  In exchange for
such  payment,  the Company agreed to release any restrictions on the shares and
reissue  replacement  certificates  as  needed  for  the 1,218,767 shares of the
Company's common stock.  The Company recorded the returned 950,000 shares of the
Company's  common  stock  as  treasury  stock.

On  January  26th 2000. the Company entered into a co-development agreement with
Richardson  Texas  based  Data  Exchange  Inc. (DEI) to assist in developing the
MessagePilot.  DataXchange  has  filed  for  a patent on the MessagePilot TM and
BentleyTel  utilized  its  previously  developed  software  to  accelerate  the
development  of  the  Unified  Integrated  Messaging  System. This agreement was
terminated  in September 2000. Despite the payment by GTMI major shareholders of
$450,000  in  cash  and  a  similar amount in software engineering costs DEI was
unable  to deliver the product and the agreement was terminated. Since that time
the  Company  has  signed  a  3-year  agreement  with  Ericsson  which  includes
co-ownership  of  patents  and  software jointly developed and gives the Company
access to the Ericsson Global Unified Messaging a fully operational system which
will  be  offered  on  the  BentleyTel  Smart-e-Card  and BentleyTel AcSys Card.


     On April 28th 2000 BentleyTel entered into a contract for the manufacturing
of  its proprietary Smart-e-Card with Moore Business Systems, one of the largest
manufacturers  of  credit/debit  cards.  Once manufacturing is in full operation
Moore  has committed to a 7 day fulfillment of orders for BentleyTel Snap & Send
and  other  card  products. The company has paid the initial production cost and
expects  delivery  in  may  2001.

     On  15th  of  February  2000, BentleyTel entered into a marketing agreement
with  Cambridge  Marketing for the development of telemarketing scripts for sale
of  BentleyTel  products  and  services. With the imminent release of the Snap &
Send  card,  the  Company  intends  to  work closely with Cambridge marketing to
direct  clients  to  the  sales  locations  and  tele-market  the  product.

     On  15th  June  2000  BentleyTel entered into a marketing agreement for the
distribution  and  sale  of its Smart-e-Card with Big Wheel Promotions, a Dallas
based  marketing  company,  which  specializes  in  event  marketing  and  brand
recognition.  Big Wheel is an agent for Corona Beer and Western Union as well as
well  known  celebrities.

         On  September  3rd  2000, Global executed a distribution agreement with
NICO  Telecom  (formerly  Far  East  Ventures  Inc.)  for  distribution  of  the
BentleyTel  Smart-e-Card  throughout FEVI's wholesale distribution network which
has  approximately 50,000 locations in 42 states. NICO, through its wholly owned
subsidiary,  SCI,  has  operated a prepaid calling card business since 1995. The
Company has a $1.3 million purchase order for its card products and expects NICO
to  accept  delivery  as  soon  as  the  product  is  available.

     On  September  18, 2000, BentleyTel executed a memorandum of agreement with
Ericsson  Australia  for  the  continued development of specialized software and
advanced  billing  platforms.  As  a result BentleyTel and Ericsson will jointly
own  any  patents,  products  and  software  developed  under  this  agreement.

     On  November  30th 2000, Global executed a three year agreement with Sprint
under  which  Sprint will deploy and monitor the frame relay lines necessary for
the  BentleyTel Smart-e-Cash machines to be "real-time" 24 hours a day, 7 days a
week.  The  services  provided  by  Sprint  include  installation  and  24  hour
monitoring  to keep the machines of the frame relay that enables the machines to
remain  "on-line,"  an  essential  element  of  BentleyTel's service to business
customers.

     On  December  11,  2000,  global  executed  a  distribution  agreement with
Universal  Express,  Inc.  ("USXP")  for  the  possible placement of up to 1,600
Smart-e-Cash  machines  in  the  USXP's  member  locations throughout the United
States  and  South  America.  Universal  Express,  Inc.  has approximately 7,500
Universal  Express  and  Postal  Business  Center  Network  (PBC Network) member
locations  that  USXP  and  Global  are  in  the  process  of pre-qualifying for
installation  of  the  Company's  Smart-e-Cash  Automatic  Banking Machines. The
agreement  with  USXP  will  save  the  Company  the cost and time of developing
advertising  and  promoting public awareness. The USXP/PBC network includes many
Mailbox  Etc  stores.  Pursuant  to  the  agreement  with USXP, it has agreed to
co-operate  in the marketing of BentleyTel machines availability in high traffic
locations.

On  December 21, 2000, Global TeleMedia executed a $14 million private placement
agreement,  the  proceeds  of  which  are  to  be  targeted  for  its whole sale
deployment  of  BentleyTel  cards,  and  BentleyTel  Smart-e-Cash  Machines.


                                      F23
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  8     EQUITY  TRANSACTIONS

REVERSE  STOCK  SPLIT
---------------------
On  November  22,  2000,  the  Company's Board of Directors authorized a 1 for 5
reverse  stock  split  of the Company's  $0.004 par value common stock effective
for  all common stockholders of record at November 27, 2000.  As a result of the
reverse  split,  65,808,686 shares of common stock were returned to the Company.
All  references in the accompanying financial statements to the number of common
shares  and per share amounts for December 31, 2000 and 1999, and the years then
ended  have  been  restated  to  reflect  the  reverse  stock  split.

SERIES  A  CONVERTIBLE  PREFERRED  STOCK
----------------------------------------
The  Series  A  Convertible  Preferred Stock is a voting stock with par value of
$0.004  per share, convertible into 41,655 shares of  common stock at the option
of the holder.  The Series A Convertible Preferred Stock bears no dividends, and
the  holders  shall  be  entitled  to  liquidation  preferences  on  the  same
proportionate  basis  as  the  holders  of  the  common  stock.

In  February,  2000, the Company changed the amount of shares which the Series A
Convertible  Preferred  Stock  may  be converted from 41,655 to 40,000 shares of
common  stock.  All previously issued Series A Convertible preferred shares will
still  convert  at  the previously stated amount except for the holders of 3,903
shares  of  Series  A Convertible Preferred Stock which will be converted at the
new  conversion  rate.  No  Series  was  converted  in  2000.

SERIES  B  CONVERTIBLE  PREFERRED  STOCK
----------------------------------------
The  Series  B Convertible Preferred Stock is non-voting stock with par value of
$0.004  per  share  and  is  convertible  into 500 shares of common stock at the
option  of  the  holder.  The  Series  B  Convertible  Preferred  Stock  bear no
dividends  and  the  holders shall be entitled to liquidation preferences on the
same  proportionate basis as the holders of the common stock. Shares of series B
for  2000

CONVERSION  OF  PREFERRED  STOCK
--------------------------------
The  1  for 5 reverse stock split authorized by the Company's Board of Directors
on  November  27,  2000, will automatically convert the Company's Series A and B
Convertible  Preferred  Stock  on  a  1 for 1 basis into shares of common stock,
after  the  reverse  stock  split.  The  conversion  ratio  of  each Convertible
Preferred  is  reduced  by  a  factor  of  5.

TREASURY  STOCK
---------------
In October 1999, the Company recorded 190,000 shares of common stock as treasury
stock,  valued  at  the  debt  forgiven  of  $87,600  (Note  12).  The  Company
subsequently  issued  the  common  shares  of  treasury stock in settlement of a
liability.  In  December of 2000, the Company issued 11,000,000 shares of valued
at  $220,000 as collateral for a financing agreement.  The financing arrangement
was  rescinded  and  the  11,000,000  shares  of  common stock were returned and
classified  as  treasury  stock  valued  at  $220,000


                                      F24
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  8     EQUITY  TRANSACTIONS  (Continued)

COMMON  STOCK  SUBSCRIBED
-------------------------
The  Company  has  received  $485,400  for the subscription of 698,389 shares of
common  stock.  Until  the  Company  has  authorized additional shares of common
stock,  shares will be issued under the Shares Surrender Agreement signed by the
President/CEO  and  Executive  Vice  President  (Note  8).  (were  these  shares
converted  into  common  stock)

The  Company has received $42,500 as deposits to extend certain stock options to
June  30, 2001. The deposits will be applied against the total exercise price of
the  options.

SHARE  SURRENDER  AGREEMENT
---------------------------
During  1999,  the  Company  entered  into  a Share Surrender Agreement with its
current  President/CEO  and  Executive  Vice  President whereby both individuals
agreed  to  surrender  their  personal  shares  GTMI's  common stock to meet the
Company financing needs.  Pursuant to the Share Surrender Agreement, the Company
agrees  to replace the shares surrendered within a 12 month period with Series B
Convertible  Preferred  Stock,  equivalent  to the common stock surrendered. The
Company's  President/CEO  and  Vice  President Since  the  share  exchange  with
BHFC,  the  Company  has  been  successful at obtaining  capital  through  fully
paid  private  placements  in  the  amount  of $485,400  for the subscription of
3,491,943  shares in 1999 and $256,548.18 for the subscription of 619,996 shares
in  2000.
The  Company's  President/CEO  and  Vice  President  surrendered  a  total  of
approximately   20,000,000  shares  during  2000,  which generated approximately
$6,800,000  to  meet  operating  costs,  debt resolution, legal fees and company
re-structuring. The surrendered shares included shares surrendered and delivered
creditors  to  resolve  judgments  and  litigation.


NOTE  9     STOCK  OPTIONS  AND  WARRANTS

At  December  31,  2000  and  1999,  the  Company had stock options and warrants
granted  to  employees  and  non-employees  for compensation.  Stock options and
warrants vest immediately and expire from one to nine years from the grant date.
In  October  of  2000,  the  Company  registered its Stock Option Plan under the
Federal  Securities  Act  of  1933.  A summary of the Company's stock option and
warrant  activity  for  the  period  and years ended December 31, 2000 and 1999:


                                      F25
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  9     STOCK  OPTIONS  AND  WARRANTS  (Continued)

<TABLE>
<CAPTION>
                                                             2000
                                                 ------------------------------
                                                                  Weighted
                                                                   Average
                                                  Outstanding   Exercise Price
                                                 -------------  ---------------
<S>                                              <C>            <C>

Balance, beginning of year                            715,915   $          1.75
Granted                                               100,000   $          0.11
Exercised                                                   -                 -
Canceled/expired                                     (100,000)  $          0.11
                                                 -------------  ---------------
Balance, end of year                                  715,915   $          1.75
                                                 =============  ===============

Weighted average fair value of options/warrants
   Granted during the year                                      $          0.22
                                                                ===============
</TABLE>

     The  above  amounts  were  adjusted  for a 1 to 5 reverse stock split which
occurred in November 2000.  Amounts were adjusted as if the stock split occurred
at  the  beginning  of  the  year.

     The  Company  measures  compensation  cost  using  the  fair  value-based
accounting  method  prescribed  in SFAS No. 123.  The Company estimates the fair
value  of  each  option/warrant at the grant date using the Black-Scholes option
pricing model with the following weighted average assumptions used for grants in
2000  and  1999,  respectively:  no  dividend  yield  for  each  year;  expected
volatility of 161% and 20%; expected option/warrant life of 2 years for December
2000  and  3  years  for  1999; and risk free interest rates of 5.88% and 5.75%.

                                              Weighted
                 Options and                   Average
Exercise Price    Warrants    Average Life  Exercise Price
     Range
---------------  ------------------------------------------

                      2000  Outstanding  and  Exercisable
                      -----------------------------------
0.20 - $1.00        715,915           2.3  $          1.75

                      1999  Outstanding  and  Exercisable
                      -----------------------------------
0.20 - $1.00        715,915           2.9  $          1.75


                                      F26
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE  9     STOCK  OPTIONS  AND  WARRANTS  (Continued)

OPTION  TO  SELL  COMMON  STOCK
-------------------------------

On March 9, 1999, the Company entered into an agreement whereby it has the right
to  sell or "put" up to $10,000,000 of its Rule 144 restricted common stock to a
private  investor  in  $2,000,000 increments. The sale price shall be 90% of the
highest closing bid price of its common stock on the five days following the put
date.  The  "puts" are subject to certain market and timing conditions including
that  the  common  stock  shall be trading on the NASD OTC BB or any other major
exchange.  The  Company  is  not  obligated  to  sell its shares. This agreement
expires  one  year  after  the agreement date. The agreement expired in March of
2000.

NOTE  10     INCOME  TAXES

Deferred  income  taxes  and  the  related  valuation allowances result from the
potential  tax  benefits  of  tax  carryforwards.  The  Company  has  recorded a
valuation  allowance  to  reflect the uncertainty of the ultimate utilization of
the  deferred  tax  assets  as  follows:

<TABLE>
<CAPTION>
                               2000           1999
                           -------------  -------------
<S>                        <C>            <C>
Deferred tax assets        $ 17,439,000   $ 16,289,000
Less: valuation allowance   (17,439,000)   (16,289,000)
                           -------------  -------------
Net deferred tax assets    $          -   $          -
                           =============  =============
</TABLE>


The  following  is  a reconciliation of applicable U.S. federal income tax rates
(credits)  to the effective tax rates included in the consolidated statements of
operations:

<TABLE>
<CAPTION>
                                2000          1999
                           -------------  -------------
<S>                        <C>            <C>
U.S federal income tax rate      (34.0)%        (34.0)%
State income tax rate            (05.8)         (03.6)
Tax loss carryforwards            39.8           37.6
                           -------------  -------------
                                   0.0%           0.0%
                           =============  =============
</TABLE>

At  December  31,  2000  and  1999,  the  Company had available unrecognized net
operating  loss  carryforwards  for  income  tax  reporting  purposes  of  $ and
$42,220,000,  respecitvely,  which  will expire in various periods through 2020.
In  addition,  the  Company  has $1,244,327 of capital loss carryforwards, which
expired  Because  of  the  reverse  acquisition,  the  utilization  of  the  net
operating  loss carryover per Internal Revenue Code Section 382, will be limited
to  the  value  of  GTMI  prior to the reverse acquisition multiplied by the IRS
long-term  tax-exempt  rate  of  4.78%  in  1999.

  SFAS  No.  109  requires  a valuation allowance to be recorded when it is more
than  likely  than  not  that some or all of the deferred tax assets will not be
realized. At December 31, 1999 and 1998, valuations for 100% of the net deferred
tax assets were recorded due to uncertainties as to the amount of taxable income
that  will  be  generated  in  future  years.


                                      F27
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE  10     INCOME  TAXES  (Continued)

No income tax benefit has been recorded for all periods presented because of the
valuation  allowance.

Due  to  "change  in  ownership" provisions in the Internal Revenue Code Section
382,  the  availability of the Company's net operating loss carryforwards may be
subject  to an annual limitation against taxable income in future periods, which
could  substantially  limit the eventual utilization of these net carryforwards.


NOTE  11     RELATED  PARTY  TRANSACTIONS

BENTLEYTEL.COM,  INC.,  ACQUISITION

On  October  12,  1999,  the  Company  completed a share Exchange Agreement with
BentleyTel.com, Inc. and its subsidiaries (BTC), a Nevada Corporation.  Pursuant
to  the  agreement,  the  Company  issued  97 shares of its Series A Convertible
Preferred Stock in exchange for 20,202,578 shares of BTC, which is approximately
55.1%  of  its  issued  and  outstanding  common  stock.  BTC's  wholly  owned
subsidiaries are comprised of operating companies in Australia, the Philippines,
and  Malaysia.  In order to complete the purchase, the President/CEO surrendered
97  shares,  which  he  personally  owned, of the Company's Series A Convertible
Preferred  Stock

An  Escrow  Agreement  was  also executed simultaneously with the closing of the
above  share  exchange  agreement.  Under  the  Escrow  Agreement,  the  Company
delivered  to  the  escrow  holder  the  97  shares  of  Series  A  Convertible
Preferred  Stock  and  the  20,202,578  shares  of  BentleyTel.com,  Inc. common
stock  to be held in escrowThe escrow provides that if during the escrow period
GTMI  files  Chapter  11 or 7 or for other creditor protection the escrow holder
shall  without  further  instruction  deliver the exchanged BentleyTel.com, Inc.
stock  to  BentleyTel.com, Inc. and the exchanged GTMI stock to GTMI. The escrow
agreement  allows  the  new  shareholders  of  BTC  to  vote  and to receive any
dividends  paid  on  the  stock  held  in  escrow.

The  President and Executive Vice President of the Company own approximately 36%
of  the  outstanding  common  stock  of  BentleyTel.com,  Inc. which operates as
a subsidiary despite its exchanged shares being in escrow pending the resolution
of  three  stipulated  significant  litigation  and  debts.

During  1998,  the GTMI granted options to two officers/directors of the Company
to  purchase  1,100,000  shares of the Company's common stock at a price of $.10
per  share.  These  options  expired  January  2000  and  were  not  exercised.

The  Company  is  owed  $645,867  for  advances  to  a  shareholder  of  BHFC.

The  Company  received  $156,000  from  an  officer  of  the  company

NOTE  12     SEGMENT  INFORMATION

The  Company, through its Board of Directors, evaluate and measure its  business
performance  on  the  bases  of  each  segment's  industrial concentration.  The
Company  operates  two business segments: Telecommunications and  Furniture  and
Timber  Production.  The  Company  will  wholesale  BentleyTel's  range of goods
and  services  and intends to manufacture  furniture  and harvests timber in its
Furniture  and  Timber  Production  segment.

Company  segment  sales  consist  totally  of  sales  to external customers. The
operating  profit (loss) used by the Company to evaluate performance consists of
its  industry  segment  gross  profit  measure.


                                      F28
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE  12     SEGMENT  INFORMATION  (Continued)

<TABLE>
<CAPTION>
Segment information for
the years ended
December 31:                                      2000
                          ----------------------------------------------------
                                                 FURNITURE AND
                                                    TIMBER
                           TELECOMMUNICATIONS     PRODUCTION         TOTAL
                          --------------------  ---------------  -------------
<S>                       <C>                   <C>              <C>
Sales                     $         1,916,497   $            -   $  1,916,497
Gross profit (loss)                   974,202                -        974,202
Interest expense                      304,749                -        304,749
Depreciation and
   amortization                     2,005,381          100,132      2,105,513
Net loss                          (1,2985,599)      (1,463,557)   (14,449,156)

At December 31:
Assets                    $        31,534,228   $    5,595,016   $ 37,129,242

                                                 1999
                          ----------------------------------------------------
                                                 FURNITURE AND
                                                    TIMBER
                           TELECOMMUNICATIONS     PRODUCTION         TOTAL
                          --------------------  ---------------  -------------

Sales                     $           465,075   $      128,946   $    594,021
Gross profit (loss)                   446,623           56,335        502,958
Interest expense                      133,157                -        133,157
Depreciation and
   amortization                     1,277,512          341,332      1,642,329
Net loss                           (3,355,642)        (902,547)    (4,258,189)

At December 31:
Assets                    $        40,265,409   $    6,447,242   $ 46,712,651
</TABLE>


                                      F29
<PAGE>
              GLOBAL TELEMEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  12     SEGMENT  INFORMATION  (Continued)

The  company produced all of its sales and revenues outside of the United States
for  both  of  the years ended December 31, 2000 and 1999.  The sales to foreign
locations  are  as  follows:

                            REGION          2000       1999
                       ----------------  ----------  --------
                       US/North America  $        -  $      -
                       Asia/Australia     1,916,497   594,021
                                         ----------  --------
                                         $1,916,497  $594,021
                                         ==========  ========

The  Company  had  major  portions  of its long-lived assets located both in the
United  States  and  other foreign locations. These assets include all property,
plant, and equipment. Long-lived assets by foreign location at December 31, 2000
and  1999,  are  as  follows:

                            REGION          2000        1999
                       ----------------  ----------  ----------
                       US/North America  $   16,494  $   16,494
                       Asia/Australia     5,965,637   6,770,537
                                         ----------  ----------
                                         $5,982,131  $6,787,031
                                         ==========  ==========

NOTE  13     SUBSEQUENT  EVENT

On  March  30,  2001  RBB  Bank  filed  notice on the Company that is seeking to
re-open  its  settlement  of  the 1996 loan to the company in the amount of $4.1
million.  It  is  seeking to convert the debt to equity which will result in the
dilution  of  the  existing  shareholders.  The  Company  has  made  an  initial
conversion of 438,066 shares with 100,000 shares as a one time penalty shares to
RBB  and  331,832  shares  to  Gustav  Khalifa in respect of the order, however,
following  the  decline  of  the  stock  market RBB Bank has sought a hearing to
re-open  the  settlement  agreement. The company will continue to negotiate with
both  RBB  and  Mr.  Khalifa  to  resolve  this  matter.


On May 15th 2001, Geoffrey McClain filed a suit against the Company seeking ????
The  suit  is  filed  jointly  with  former marketing manager Paul Graham. Geoff
McClain is the brother for the former president Rod McClain. Paul Graham was the
Company's  former  marketing  manager  in  1998  and  1999,  there were no sales
recorded  for  either  of  those  years.



                                      F30
<PAGE>