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


                                      10KSB
                                  AMENDMENT No. 1

                    This report includes a total of 58 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, 1999
                                       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,

              3490 Piedmont Road, Suite 600, Atlanta, Georgia 30305
--------------------------------------------------------------------------------
                 (Former 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                              None

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


                  Common     stock, $0.004 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  X  No

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  :  $594,021


<PAGE>
The  number  of shares outstanding of the issuer's common stock as of April 13th
2000,  was  74,939,500  shares.  The  aggregate market value of the common stock
(43,883,473  shares) held by non-affiliates, based on the average of the bid and
asked prices ($0.20) of the common stock as of December 31, 1999 was $8,776,695.
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.

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.  Since  executing  a  carrier  agreement  with
WorldXchange  Inc. the company no longer needs to comply with regulations of any
state  or  regulatory  body. The company is on a profit sharing arrangement only
with  its  carrier  partner.

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  and  who  have a world-wide
consumer  base.


<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  price for the common stock has grown recently and 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 continue to 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.


The  new  management's  strategy  is  to  re-list on the NASDAQ or another major
exchange.  Subsequent  to the close of the 1999 financial year the company began
to  realize  the  effects of its acquisitions and due to a rise of over 2000% in
its  stock,  the  Board  of  Directors decided not to reverse split its stock in
order  to qualify in this area.  The Company  believes  its  future earnings and
new  business  opportunities  have  added  significant  shareholder value to the
stock.


<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.


     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

     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.


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

     The  Company's  prior Business Plan (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,  management  has  since 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  both  new
technology  and  the  manufacturing  base  of  BHFC.

     In  building  upon  BHFC's  manufacturing base, the Company can profit from
existing BHFC contracts.  BHFC has completed a contract to manufacture furniture
and  furnishings  for  the Karamunsing Hotel in the resort city of KotaKinabalu,
Malaysia.  In  addition,  BHFC  is provisionally awarded a contract to build the
EcoTech  Hotel  in Sydney, Australia.The contract for the EchoTech Hotel project
is  delayed  due  to  current  Olympic  games 2000 construction, but the Company
expects  to  start  the  contract  in  the  3rd  quarter  of  2000.

     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
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.  Construction  should commence in
second  quarter  2000.  The  contract  is  fully  guaranteed  by  the 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  newly  constructed  one  million  government  homes.

     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 serves a combined population of
over  400  million  mostly  English  speaking  people.


<PAGE>
     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.


GTMI has entered into a contract with re-known 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 contracts, 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 hotels. GTMI will also 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  available  from  GTMI.   The  income
stream  from  these existing  businesses  is expected to generate profits, which
will  be re-invested in  the  telecom  arena,  reducing  the  need  for  further
outside  financing.

     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. Since
then,  new  management  has followed its debt restructuring schedule and reduced
the  Company's  debt  by  resolving  a  significant  number of the disputes. The
Company  anticipates  resolution  of  the  remaining disputes by the end of year
2000.

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, e-music, unified messaging and other enhanced
web-based  services.  Management  is  developing a proprietary Smart-e-Card that
will  give  corporate  clients  and  consumers  direct  access  to  enhanced
technological services and provide the Company with a strategic advantage in the
marketplace.


     Management  believes  that  these  new  technologies will play an important
role  in  achieving  and  retaining  market  share. The Company's new management
has  decided  that  it  will  review  available wireless technologies carefully.
Prior  management  had  invested  exploratory funds in new technology concerning
wireless research.  However, due to insufficient funds to continue investment in
exploratory  research,  current  management  is  re-evaluating  committed  funds
required to become a "Carrier's Carrier."  Instead, current management considers
owning  software patents, proprietary SmartCard products and e-commerce products
with  strategic  alliances with web design and unified messaging companies would
bring  the Company significant recurring revenues and global market share in the
near-term.

     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 each preferred share).

     To  clearly  identify,  create  and  fund  the distinct revenue streams and
cultivate  specialized  management on the telecom side, the Company acquired the
majority  interest  in  a  Nevada   corporation   named   BentleyTel.com,   Inc.
BentleyTel.com, holds proprietary software products and enhanced services, which
will  be deployed in the Pacific Rim, Europe, China, Japan  and North America.


<PAGE>
     During  the  4th  quarter  of  1999,  BentleyTel.com  (USA)  acquired 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.  In the future, it is anticipated that the acquisitions
will  provide  a  platform  for  the  sale of VOIP continental and international
calling  cards.

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  ISP,  VPN, VoIP capable network connecting every
state of Australia.  Established in 1991, Octa4, Headed by Felino Molina, 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) 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 the largest banks in
Australia  for  almost  one  year.  Its  clients  account  for  almost  50%  of
Australia's  e-commerce.  Octa4,  located  on  the web at www.BentleyTel.com has
also  developed  the  secure  "Centrebet"  an  Internet international web hosted
betting  system, which can be viewed at www.centrebet.com.  In November 1999, as
a  member  of  a  consortium  with  COMPAQ,  NEC,CABLE  &  WIRELESS  and  OPTUS,
BentleyTel.com  (Octa4)  was  successful  in  winning  a  5  year  $110  million
Australian  Government.  BentleyTel.com  will  provide  the VPN,(Virtual Private
Network)and Cable & Wireless and Optus will provide LAN/WAN systems.  BentleyTel
has  developed  secure  software  to  enable  Government  employees  to  access
Government files from remote locations.  In June 1 2000 BentleyTel took over the
dialup  and  Internet  hosting for the Australian Northern Territory Government.
The five year contract should bring in revenue of $100,000 per month and ramp up
significantly  as government workers come on line.  This contract is expected to
double  the  BentleyTel  ISP  client  base.


     b)3G  Communications, Inc., located in Davao, Philippines.  3G has operated
since  1995  and  is headed by Socrates Palabyab, who has been the key figure in
roll  out  programs  for  the major Philipine telecoms.  3G owns and operates 56
mobile  satellite  long  distance  tele-centers.  When 3G was acquired it had 18
sites,  now  as BentleyTel.com (Phils) it has deployed 56 satellite tele-centers
and  Kiosks  in  Mindanao.  3G-BentleyTel.com Phils is currently nine (9) months
ahead of schedule, completing 70% of the year's roll-out in the first quarter of
2000.  3G  has partnerships or strategic alliances with Globe, Digital, Philcom,
Philtel  and  PLDT.  3G  now is the dominant telecom provider to 56 towns with a
combined  population of aprox.1.5 million, 3G also offers 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,  and  on the world-wide web at www.mdc.com.my, is a computer
sales  and  technology  training  company.  Headed  by  Dr.  Morni  Kambri,
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.  (MSC).  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  Bill  Gates  and  over  320  companies  including Microsoft, NEC,
Netscape,  Siemans,  Sun  MicroSystems,  Oracle  and  many  more  are  already
participating  in  the  MSC.  BentleyTel  is committed to interacting with those
companies.  BentleyTel.com  Malaysia  is  associated  with  the  Tun Abdul Razak
University  which  has  12  campuses.


      The  group  of companies now comprising BentleyTel.com have all maintained
a  100%  growth  rate  in  recent  years. It is anticipated that the transfer of
technology  and networking between the companies will significantly increase the
Company's  earnings  over  time.

On  October  27,  1999,  BentleyTel.com  completed  the share exchanges with the
above  mentioned  companies.  Pursuant  to  the  share exchanges, BentleyTel.com
agreed  to  provide  capital, as required to each of the subsidiaries to support
their  business  development  and  operations.


<PAGE>
     Given  the  expected  growth and continued need for capital, BentleyTel.com
intends  to  conduct  an initial public offering of BentleyTel.com stock by late
2000.

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.  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.


     Construction  contracts,  pursuant  to  the  development  of the Philippine
employee government homes, have been executed with San Antonio Housing Systems &
Technology,  Inc.,  Canadian  Company  and  Integrated Philcan, Inc., a "AAA"
rated 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.

     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.


TECHNOLOGY CONTRACTS:

The  Company  has  entered into a co-development agreement with Richardson Texas
based  Data  Exchange  Inc.  to  assist  in  developing  the  Message  Pilot.
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.

The  company  has  also  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 the BentleyTel.com
Smart-e-Card.  The  company  has  paid  the  initial  production  cost  of  the
Smart-e-Card.

The Company has entered into a marketing agreement for the distribution and sale
of  its Smart-e-Card with Big Wheel Promotions, a Dallas based marketing company
who specializes in event marketing and brand recognition.  Big Wheel is an agent
for  Corona  Beer  and  Western  Union  as  well as well known celebrities.  The
company has paid the initial marketing and promotion costs for the Smart-e-Card.

The  Company has entered into a telemarketing agreement with Cambridge Marketing
and  has  paid  for  the  development  of  telemarketing scripts for sale of its
Smart-e-Card  and  MessagePilot  to  qualified B2B and B2C clients identified by
Cambridge  Marketing.



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

     An  important element of the Company's plan to broaden its business base is
the  recruitment  of  skilled  personnel.  In  addition to the Company's current
executive  officers  and  directors the Company has executed a 5 year employment
agreement with John Walsh in the position as Chief Operating Officer,  John  has
35 years experience in telecom, start up projects,  international  debit  cards.
John was one of the founders of USDialtone and has held management positions
with such prestigious companies  as  MCI,  FMC and  GTE.

     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


<PAGE>
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  marketing  plan  and  the  architecture  of  the  Company's
Smart-e-Card.

     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.

     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.

     JOHN  WALSH  on  December  1, 1999, succeeded R n  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.


<PAGE>
     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.


In  February 2000 the Board of Directors approved the appointment of Ken Heffner
as  Chief  Technical  Officer.  Ken  was with NORTEL for 16 years and retired as
Senior Vice President and General Manager, prior to which he worked for SPRIINT.
Ken  is  also  President  of  Data  Exchange  and  brings  his vast knowledge of
telecommunications  and  Technology  to  the  Company.

In February 2000 the Board of Directors also approved the appointment of Annette
Gieseman  as  Vice  President  of Marketing.  Annette who was with NORTEL for 13
years  as  their  Vice  President  of  Intelligent Networks.  Annette brings her
experience  in generating revenue via marketing, licensing, promotions and brand
recognition  to  the  Company.



     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.

EMPLOYEES
---------

As  of  December 31st 1999 ,  the  Company and its subsidiaries had 314 full and
part  time  employees,  including  executive  personnel  and  approximately  100
contractual  employees.

     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
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
--------------------------


<PAGE>

      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  reduced the Company's
liabilities  by  over  $4  million,  has infused almost $2 million for hardware,
software  development and marketing and operating costs and continues 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 $600,000  to  the
Internal  Revenue  Service.  New  management  has  remitted  a  cash payment  of
$300,000  and  is  engaged  in  22  month workout program with the IRS regarding
the  balance.


     The  new  management  will  engage  in the recovery of the Company's assets
and  is  committed  to  capitalizing on any previous arrangements for technology
which  have  not  yet  been  utilized.  The  implementation  of new management's
business plan and  development program will result ultimately, in the attainment
of profitable operations.  The Company expects to obtain adequate financing from
both  infusion  by  directors  and  traditional  equity  and debt instruments to
fulfill  its  capital  requirements  . The Company expects to achieve a level of
international  sales  adequate  to  support  the  Company's  international
expansion.


      Management's mission is to develop  and  maintain  a  market  share  in an
industry  characterized  by  explosive  growth.   The  Company's  ability  to
operate  as  a  national  and  international  software supplier and developer is
enhanced by the recent acquisitions and strategic alliances. The Company expects
to  release  its e-commerce products and services by the 3rd quarter of the year
2000.


ABILITY  TO  MANAGE  NEW  BUSINESSES.
-------------------------------------

     BHFC is comprised of Companies which have been in existence for 45 years,25
years  and  23  years,  respectively,  of  which  the majority of personnel have
been  retained.  With  respect  to  the telecommunications business, the Company
is not only  a re-seller of another carrier's services but a true ISP in its own
right  in Australia. Through its subsidiary, BentleyTel.com, the Company has its
own  hardware  already  deployed  in  the  emerging  East-Asian market including
Australia  and  the  Philippines.  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 420,  Newport Beach,  CA 92660.  The
     monthly rental is $3,450 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
     company will commence manufacturing in 3rd quarter 2000.


<PAGE>

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.   It  manufactures  telephone  poles
     primarily for the Philippine government. The Company expects to
     commence manufacturing in 3rd quarter 2000.

 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 not only ISP but VPN  (Virtual Private Networks) and a wide range of
     enhanced  B2B  and  B2C  services.  BentleyTel.com  Australia  is part of a
     consortium with  NEC,  Optus,  Compaq  and  Cable  &  Wireless  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 operated by Jupiter's casino.  BentleyTel  has  an exclusive
     service and maintenance  contract  for  the  site.

d)   The  company  has  offices  in  Davao City and owns and operates 44   V-Sat
     and  fiber network TeleCenters and 12 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
     Smart-e-Card.

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 has offered a split payment
cash  settlement  in  this  matter.  As  at  Dec  31  1999  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  payments  will  commence  within  30 days of the next shareholders meeting.


<PAGE>
     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.  New management has offered a cash settlement in this
matter.


     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.  The  Company  believes  that
Extelcom's  claims  are  without  substantial merit but due to the nature of the
arbitration  process,  at  the  end  of  1997 elected to increase its litigation
reserves  by an amount in excess of $1,000,000 for the potential liability claim
by  Extelcom.  Based  upon a technical default, an award was entered against the
Company  in  May  1998  for $2.5 million.  The Company has negotiated a $390,000
settlement in this matter and has paid $90,000 towards this settlement.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
----------------------------------------------------------------------

     There  have  not  been any matters submitted to a vote of Security Holders.

                                     PART II

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

     As  of  April  12th  2000,  the  authorized  capital  stock  of the Company
consisted  of 75,000,000 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 1999 there were issued and
outstanding 74,939,500 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  "GTMI." The number of shares of common stock issued and outstanding
as  of  April  12, 2000, was approximately 75,000,000.  The bid and asked  sales
prices  of  the  common  stock,  as  traded  in  the  OTCBB  market, on December
31st  1999  were  approximately $ 0.125 and $0.146  respectively.  The quarterly
range  of  high  and  low  bid  prices  for  the past two years were as follows:

                                Bid Prices                   Asked Prices
                             High        Low              High           Low

Year  Ended  December  31,  1997
 1st  Quarter               0.938          0.625          0.969          0.453
 2nd  Quarter               1.156          0.469          1.219          0.500
 3rd  Quarter               0.750          0.370          0.781          0.400
 4th  Quarter               0.625          0.380          0.656          0.410

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


<PAGE>
     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 1999, no
shares  are  subject  of future registration statements pursuant to the terms of
such  agreements.  In addition, as of Dec 31 1999, 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,
1999.  The  Company  will  explore  a  plan to pay dividends as soon as a profit
benchmark  is  achieved  and  expansion  plans  permit.


     Shares  Eligible  for  Future  Sale. The Company has announced that it will
not  undertake  a  reverse  split  of  its  shares.

     The  Company  had  reserved 218 shares of series "A" preferred shares to be
issued  to  the  principals  of  CyberAir Communications Inc., Chairman, Charles
Lewis  and  President  Robert  Dietrich.  However  upon  calling  on  CyberAir's
commitment  to  provide  service by December 31st 1999, CyberAir was not able to
comply,  therefore  the  company has canceled the reserved shares and will await
further  advice  from  the  provider

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

     The  Company  has  applied  for  listing  on the AMEX EXCHANGE. The company
expects  to  qualify  in  all  respects  except  for  its  share  price.
The  Company  has  submitted  its  first stage application and in now completing
its  second  stage.




<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  thereto  included  elsewhere  herein.

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.  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  for  a  period of one year from July 1999.

     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  on  hold,  pending the Companies ability 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.  The Company's President/CEO
and  Vice  President  surrendered  7,210,666  shares  and  the  Company received
$5,765,000  to  meet  the  Company's  financial  needs.

 Subsequent  to  the  end  of 1999 the company was successful in executing a $10
million  equity  investment  agreement  based  on  shares  owned  by  the  Major
Shareholders.  The  major  shareholders  Jonathon  Bentley-Stevens and Regina S.
Peralta  agreed to assist the company by offering their own shares to the equity
partner,  the  shareholders  will receive preferred stock after the shareholders
meeting scheduled for around July 20th and have agreed to immediately retire the
newly  issued  shares  so  as  not  to further dilute the existing shareholders.

     The  Company  has  approved a term sheet in New York with The Malachi Group
(NASD  & NYSE) for the placement of a 2 year $5 million convertible debenture at
US$10.00  per  share.  This debenture is redeemable by the Company at 115%.  The
company  is  pursuing this option which is made more attractive as subsequent to
the  end  of  the  1999  year  the company's shares rose to a height of $3-$4.00

 As  part of the restructuring, the Company acquired a Nevada corporation called
BentleyTel.com,  Inc.  A  BentleyTel 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  decision was
referred  to  the  shareholders  meeting.

The  Company owns a 55% majority of the shares of BentleyTel.com, and additional
BentleyTel.com  shares were allocated 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 and 3G communications owns and operates
56 satellite tele-centers offering long distance and international long distance
calling.

     BentleyTel.com  planned  to  release  its  national and international phone
cards  in 4th quarter 1999.  The company decided to delay the release of a phone
card  until  its  development  of a multi-purpose debit/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  56
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,  which should be available to the public by mid 2000.

     The  Company  has resolved a significant amount of its litigation and hopes
to  able  to  resolve  the  remaining disputes within 180 days.  The Company did
generate revenue in the fourth quarter of 1999 and had a significant increase in
revenue  in  the  first  quarter 2000 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 a strategic alliance with various
technology  companies  through  strategic  alliances,  mergers  or acquisitions.
Acquisitions were made of companies possessing substantial market share in their
industries  and  technological  advantages.


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  1999  AND  1998.

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, 1999 and 1998.
Because of material changes to the Company and new management these past results
are  not  indicative  of  future  performance.

     The  Company's  revenues  increase  from  $104,700 in 1998 to approximately
$594,021.  This  increase  in  revenues  was  primarily  derived  from
telecommunication  and  internet  related operation in Australia and the Pacific
Rim.

     During  1999,  as  compared  with 1998, the cost of services sold increased
from  approximately $31,000 to $91,000, and the Company's gross profit increased
from $479,290 to approximately $3,688,000.  The increase in gross profit was due
primarily as result of the reverse acquisition, acquisition of 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.

     General  and  administrative  expenses  increased  to $4,191,283 in 1999 as
compared to $552,803 in 1998.  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
$815,000  during  1999.  These  were  mostly  due  to  resolutions  of  previous
managements  debts  and  legal  cost  associated  with mergers and acquisitions.

     Interest  expense for 1999 was approximately $133,000 as compared to $0 for
1998.  This  increase  relates  directly  to interest paid on debt financing and
write-offs  of prepaid debt financing costs obtained during 1999 and 1998.  As a
result  of  the  Company's cumulative operating losses, the Company has not paid
income  tax  since  inception.  In  addition,  the Company is approximately five
quarters  behind  on federal and state payroll taxes, however, $300,000 has been
paid  towards unpaid withholding taxes.  The Company has negotiated with IRS for
a 22 months progressive payment of the balance of approximately $300,000.  As of
December  31,  1999,  the  Company had net operating loss carry forward totaling
approximately  $42  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.

     As  of  December  31,  1999,  the  Company  had total liabilities including
accrued interest, notes payable, current accounts payable and accrued but unpaid
expense  approximating  $31.6  million  the  substantial  increase  was  due  to
acquisitions  it  telecom  subsidiaries  and  as a result of the reverse merger.

     The  Company's  total  assets  have  been  increased to approximately $46.7
million as at 12/31/1999 as compared to $6.7 million last year.  The increase in
total  assets  is a result of the business combinations completed in 1999, which
includes  the  BHFC-GTMI  reverse  acquisition  and  the  BTC  acquisition.  The
business  combinations increased the Company's tangible assets by about $800,000
and  goodwill  by  $38.7  million.  Company  policy  dictates that it receives a
letter  of  credit  from all contracts undertaken by the construction divisions.

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:

<TABLE>
<CAPTION>
NAME                                POSITION             AGE
------------------------  -----------------------------  ---
<S>                       <C>                            <C>
Jonathon Bentley-Stevens  Chairman of the Board of        45
                          Directors and Chief Executive
                          Officer

Regina S. Peralta         Executive Vice President and    39
                          Director

David Tang                Chief Financial Officer         40

Renato de Villa           Director                        64

John Walsh                Director                        56

Ramon A. Tirol            Director                        75


<PAGE>
Roberto S. Sebastian      Director                        56

Joemari D. Gerochi        Director                        54

Yam Pg Anak HJ Abdul      Director                        30
Wadood Bolkiah
</TABLE>

     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.

     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.


<PAGE>
     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
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:


<PAGE>
<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               1999*   170,000       0              0            0              0         0              0
Bentley-Stevens,
CEO

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

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

OPTIONS  GRANTS  IN  LAST  FISCAL  YEAR

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


<PAGE>
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
                         (#)                                                              (1)
Name
<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
<FN>

(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,  1999  was  approximately  $0.15.
</TABLE>


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.

     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


<PAGE>
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.

     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.  As of July 12, 1999, Mr.
Perman's  employment with the Company was terminated pursuant to the acquisition
of  Bentley House Furniture Company, and 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.  As of July 12, 1999, Mr. McClain's employment
with  the  Company  was  terminated pursuant to the acquisition of Bentley House
Furniture  Company, and the Company believes it has no further obligation to Mr.
McClain.

<PAGE>
     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.

     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.

     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.

     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.


<PAGE>
     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

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 plans to form an audit
committee following its shareholders meeting.


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


<PAGE>
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.

     Jonathan  Bentley-Stevens  failed  to  file a Form 3, Form 4 or Form 5 in a
timely  manner  for  the  17,757,083  shares of Common Stock and 2,400 shares of
Series  A  Preferred  Stock acquired on April 2, 1999 through the acquisition of
Bentley  House  Furniture  Company,  Inc.  Mr.  Bentley-Stevens  reported  such
information  on  Form  5  on  March  17,  2000.

     Regina Peralta failed to file a Form 3, Form 4 or Form 5 in a timely manner
for the 11,838,056 shares of Common Stock and 1,600 shares of Series A Preferred
Stock  acquired  on  April  2,  1999  through  the  acquisition of Bentley House
Furniture  Company,  Inc.  Ms.  Peralta  reported  such information on Form 5 on
March  17,  2000.

     David Tang failed to file a Form 3, Form 4 or Form 5 in a timely manner for
shares  of  Common  Stock received pursuant to his employment agreement with the
Company.  Mr.  Tang  reported  such  information  on  Form  5 on March 17, 2000.

     John Walsh failed to file a Form 3, Form 4 or Form 5 in a timely manner for
shares  of  Common  Stock received pursuant to his employment agreement with the
Company.  Mr.  Walsh  reported  such  information on Form 5 on February 8, 2000.

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

     The following table reflects for the  year  ended  December  31,  1999, 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, 1999, (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:

<TABLE>
<CAPTION>
Name and Address                  No. of
of Beneficial Owners(1)           Shares    Percent#
------------------------------  ----------  --------
<S>                             <C>         <C>
Jonathon A. Bentley-Stevens(2)  17,757,083      23.7
Regina S. Peralta(3)            11,838,056      15.8
Roderick A. McClain(4)                   0         0
Geoffrey F. McClain(5)               1,000       0.1
Herbert S. Perman(6)               150,000       0.1
David Tang                         100,000       0.1
John Walsh                         350,000       0.5
All Executive Officers and      31,316,527      40.2
Directors as a Group
</TABLE>


     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


<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.

#  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 420, 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 208,274 shares of Common Stock for each share of Preferred.

(3)  Regina  S.  Peralta  holds  1,590  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.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

     BentleyTel.com  ("BentleyTel"),  a  subsidiary of GTMI, was incorporated in
Nevada  on September 30, 1999.  It was organized by Jonathan Bentley-Stevens and
Regina  Peralta  for  the  purpose  of  centralizing  all  of  the  Company's
telecommunications, electronics and internet activities in the United States and
other  jurisdictions.  The  Board  of Directors consists of Mr. Bentley-Stevens,
Ms.  Peralta,  Mr.  David  Tang,  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 and Mr. Tang is the Chief Financial
Officer  and  John  Walsh  is  the  Chief  Operating  Officer.


     On  October 11, 1999, as provided by the Agreement, 97 shares of series "A"
preferred  shares  was  delivered  into  escrow  on  11/10/99.  The 97 shares of
Convertible  Series  "A"  preferred  shares  were  surrendered to the Company by
Jonathon Bentley-Stevens so that the acquisition of BentleyTel would not further
dilute  GTMI shareholders.  The Company then issued 97 shares of GTMI Series "A"
preferred  shares  which  were to be exchanged for 20, 202, 578 common shares of
Bentleytel.com  stock  pending  the  occurrence of certain conditions precedent,
including  the  resolution


<PAGE>
of the major debts of GTMI consistent with the original GTMI/BHFC share exchange
and escrow agreement. 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.

     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, 1999 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.

                                     PART IV

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

A.   Financial  Statements

     The  financial statements required by this Item 13 are not being submitted
with this  filing.  When the  financial  statements are prepared and filed, the
Company will include submission of Management's discussion and analysis or plan
of operation.

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:


<PAGE>
             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, 1999
         June 30, 1999, and September 30, 1999

     2.  Current Reports on Form 8-K                   10.3
         dated as of February 19, 1998


3.       10KSB/A NOV 19TH 1999 Amended Annual Report

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




<PAGE>
CONSENT OF KPMG, Laya Mananghaya & Co.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We  consent  to  the  incorporation by reference and use in the Form 10 KSB/A-1,
under  the  Securities  Exchange  Act  of  1934  of  our report on the financial
statements  of  Bentley  House Furniture Company for the year ended December 31,
1998.





KPMG, Laya Mananghaya & Co.
Makati City 1227
Metro Manila, Philippines

Dated: June 26, 2000


<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/A-1,
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: June 28, 2000


<PAGE>
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:  June 29,2000              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:  June 29, 2000            By:  /s/  Jonathon Bentley-Stevens
                                        -----------------------------
                                             Jonathon Bentley-Stevens
                                             President/Chief  Executive  Officer
                                               Director


Dated:  June 29, 2000            By:  /s/  David  Tang
                                        ---------------------
                                             David  Tang
                                             Chief  Financial  Officer

<PAGE>












<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                Pages
                                                                -----
<S>                                                              <C>
Table of Contents                                                 F-1

Independent Auditors' Report                                      F-2

Consolidated Balance Sheets                                       F-3

Consolidated Statements of Operations and Comprehensive Income    F-5

Consolidated Statements of Stockholders' Equity                   F-6

Consolidated Statements of Cash Flows                             F-7

Notes to Consolidated Financial Statements                        F-9

</TABLE>


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To  the  Board  of  Directors
Global  Telemedia  International,  Inc.
Newport  Beach,  California

We  have audited the accompanying consolidated balance sheet of Global Telemedia
International, Inc. (a Delaware Corporation) and subsidiaries as of December 31,
1999  and  the  related  consolidated statements of operations and comprehensive
income  (loss), changes in stockholders' equity 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.  The financial statements
of  Global Telemedia International, Inc. as of December 31, 1998 were audited by
other  auditors  whose  report dated September 13, 1999 expressed an unqualified
opinion.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 provides a reasonable basis
for  our  opinion.

In  our opinion, 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, 1999 and the results of
their operations and their cash flows for the year then ended in conformity with
generally  accepted  accounting  principles.


Mendoza Berger & Company, LLP

Laguna  Hills,  California
June  26,  2000


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998


                                     ASSETS


                                                              1999         1998
                                                           -----------  ----------
Current Assets:
<S>                                                        <C>          <C>
 Cash                                                      $   214,105  $      181
 Accounts and other receivables, net
         of allowance for doubtful accounts of
         $9,175,212 at December 31, 1999                       123,559           -
 Other current assets                                          428,146     465,492
                                                           -----------  ----------

   Total current assets                                        765,810     465,673

Property and equipment, net of accumulated
 depreciation of $1,153,835 and $524,170 at December 31,
      1999 and 1998, respectively (Note 4)                   6,787,031   6,275,897

Goodwill, net of accumulated amortization
         of $1,260,509 and38,761,800
 $0 at December 31, 1999 and 1998, respectively
       (Notes 1 and 3)                                      38,761,800           -

Other assets                                                   398,010           -
                                                           -----------  ----------

   Total assets                                            $46,712,651  $6,741,570
                                                           ===========  ==========

        The accompany notes are an integral part of these consolidated financial statements
</TABLE>




                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                        1999          1998
                                                                    ------------  ------------
Current liabilities:
<S>                                                                 <C>           <C>
   Accounts payable and accrued expenses                            $ 7,457,853   $ 2,480,934
   Accrued legal judgments and contingencies (Note 12)               14,477,067             -
   Notes payable - current portion  (Notes 5 and 12)                  9,502,974     2,616,975
   Capital lease obligations - current portion (Note 6)                  74,185             -
                                                                    ------------  ------------

       Total current liabilities                                     31,512,079     5,097,909
                                                                    ------------  ------------

Notes payable, net of current portion (Notes 5 and 12) -                 88,116             -
Capital lease obligations, net of current portion (Note 6)               60,495             -
Minority interest (Note 2)                                            5,640,085             -

Commitments and contingencies (Notes 5, 11, and 12  )                         -             -

Stockholders' equity (Notes 7, 8, and 9):
      Preferred stock, authorized 9,991,000 shares                            -             -
      Series A Convertible Preferred Stock, $.004 par value, authorized
            5,000 shares, 4,000 and 0 shares issued at December 31,
            1999  and 1998, respectively                                     16             -
      Series B Convertible Preferred Stock, $0.004 par value,
            authorized 4,000  shares, 0 shares issued and outstanding at
            December 31, 1999 and 1998, respectively                          -             -
      Series B Convertible Preferred Stock subscribed                   485,400             -
      Common Stock, $0.004 par value and $4.19 par value,
            authorized  75,000,000 and 200,000 shares, 74,939,500
            and 200,000 shares issued and outstanding at
            December 31, 1999 and 1998, respectively                    299,758        52,347
      Common stock subscribed                                            42,500     7,580,352
      Common stock held in treasury, at cost                            (87,600)            -
      Additional paid-in capital                                     18,942,589             -
      Accumulated other comprehensive income                         (1,870,137)   (1,846,577)
      Accumulated deficit                                            (8,400,650)   (4,142,461)
                                                                    ------------  ------------

   Total Stockholders' equity                                         9,411,876     1,643,661
                                                                    ------------  ------------

   Total liabilities and stockholders' equity                       $46,712,651   $ 6,741,570
                                                                    ============  ============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                           COMPREHENSIVE INCOME (LOSS)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                         1999        1998
                                                  ------------  ----------
<S>                                               <C>           <C>

Net sales                                         $   594,021   $ 104,700
Cost of  goods sold                                    91,063      31,187
                                                  ------------  ----------

Gross  profit                                         502,958      73,513
                                                  ------------  ----------
Operating expenses:
 General and administrative                         4,191,283     552,803
                                                  ------------  ----------
   Operating  Loss                                 (3,688,325)   (479,290)
                                                  ------------  ----------

Other income (expense)
 Interest expense                                   (133, 157)          -
 Other expenses                                     (800, 098)   (484,701)
 Other income                                         359,124           -
 Minority Interest in subsidiary's net income           4,267           -
                                                  ------------  ----------

   Loss before income taxes                        (4,258,189)   (963,991)
                                                  ------------  ----------

Provision for income taxes (Note 10)                        -           -
                                                  ------------  ----------
Net loss                                           (4,258,189)   (963,991)
                                                  ------------  ----------

Other comprehensive income, net of tax: (Note 2)
Foreign currency translation adjustments              (23,560)     15,522
                                                  ------------  ----------

Comprehensive loss                                $(4,281,749)  $(948,469)
                                                  ============  ==========

Weighted average number of shares
 outstanding                                       69,693,560     200,000
                                                  ------------  ----------

Loss per common share (basic)                     $      (.06)  $   (4.82)
                                                  ============  ==========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                             GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                                       AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                        PREFERRED STOCK                     COMMON STOCK
                               ----------------------------------  ----------------------------------
                                                       SERIES B
                                 SERIES A            CONVERTIBLE                            COMMON                 ADDITIONAL
                               CONVERTIBLE    PAR       STOCK                    PAR        STOCK       TREASURY     PAID IN
                                  STOCK      VALUE    SUBSCRIBED     SHARES     VALUE     SUBSCRIBED     STOCK       CAPITAL
                               ------------  ------  ------------  ----------  --------  ------------  ----------  -----------
<S>                            <C>           <C>     <C>           <C>         <C>       <C>           <C>         <C>

Balance, December 31, 1997               -   $    -  $          -     200,000  $ 52,347  $ 7,580,352   $       -   $         -
Foreign currency translation
   adjustment, net of tax                -        -             -           -         -            -           -             -
Net loss                                 -        -             -           -         -            -           -             -
                               ------------  ------  ------------  ----------  --------  ------------  ----------  -----------
Balance, December 31, 1998               -        -             -     200,000    52,347    7,580,352           -             -

Shares issued for stock
   (Note 3)                          4,000       16             -  29,595,139   118,381            -           -     6,238,840
Shares surrendered (Note 3)            (97)       -             -           -         -            -           -             -
Shares issued for stock
   (Note 3)                             97        -             -                     -            -           -     3,030,386
Adjusting entries to reflect
   reverse acquisition
   (Note 1)                              -        -             -  45,144,361   129,030   (7,580,352)          -     9,673,363
Treasury acquired in
   exchange for amount
   receivable (Note 7)                   -        -             -           -         -            -     (87,600)            -
Cash received for
   subscriptions                         -        -       485,400           -         -       42,500           -             -
Foreign currency translation
   adjustment, net of tax                -        -             -           -         -            -           -             -
Net loss                                 -        -             -           -         -            -           -             -
                               ------------  ------  ------------  ----------  --------  ------------  ----------  -----------
Balance December 31, 1999            4,000   $   16  $    485,400  74,939,500  $299,758  $    42,500   $ (87,600)  $18,942,589
                               ============   ======  ===========  ==========  ========= ============  ==========  ===========

                                 ACCUMULATED
                                    OTHER                          TOTAL
                                COMPREHENSIVE    ACCUMULATED   STOCKHOLDERS'
                                   INCOME          DEFICIT        EQUITY
                               ---------------  -------------  -------------
<S>                            <C>              <C>

Balance, December 31, 1997     $   (1,862,099)  $ (3,178,470)  $  2,592,130
Foreign currency translation
   adjustment, net of tax              15,522              -         15,522
Net loss                                    -       (963,991)      (963,991)
                               ---------------  -------------  -------------
Balance, December 31, 1998         (1,846,577)    (4,142,461)     1,643,661

Shares issued for stock
   (Note 3)                                 -              -      6,357,237
Shares surrendered (Note 3)                 -              -              -
Shares issued for stock
   (Note 3)                                 -              -      3,030,386
Adjusting entries to reflect
   reverse acquisition
   (Note 1)                                 -              -      2,222,041
Treasury acquired in
   exchange for amount
   receivable (Note 7)                      -              -        (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 December 31, 1999      $   (1,870,137)  $ (8,400,650)  $  9,411,876
                               ===============  =============  =============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                                    1999         1998
                                                                ------------  ----------
<S>                                                             <C>           <C>
Cash flows from operating activities
 Net loss                                                       $(4,258,189)  $(963,991)
                                                                ------------  ----------
 Adjustments:
   Depreciation and amortization                                  1,618,844     140,318
   Foreign currency translation adjustment                          (23,560)     15,522
 Changes in current assets and liabilities:
   Accounts and other receivables                                  (203,580)          -
   Other assets                                                     117,367           -
   Accounts payable and accrued expense                           2,394,142     609,765
                                                                ------------  ----------

       Total Adjustments                                          3,903,213     765,605
                                                                ------------  ----------
Net cash used by operating activities                              (354,976)   (198,386)
                                                                ------------  ----------

Cash flows from investing activities
 Acquisition of property and equipment                                    -    (657,228)
                                                                ------------  ----------

Net cash used by investing activities                                     -    (657,228)
                                                                ------------  ----------

Cash flows from financing activities
 Proceeds from notes payable                                         41,000     970,797
 Proceeds from Preferred Series B subscribed                        485,400           -
 Proceeds from common stock subscribed                               42,500           -
 Decrease in advances to shareholders                                     -    (297,382)
                                                                ------------  ----------
Net cash provided by financing activities                           568,900     673,415
                                                                ------------  ----------

Net increase (decrease) in cash                                     213,924    (182,199)

Cash, beginning of year                                                 181     182,380
                                                                ------------  ----------

Cash, end of year                                               $   214,105         181
                                                                ============  ==========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                      F-7
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                   1999          1998
                                                                ------------  ----------
<S>                                                             <C>           <C>
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
 Cash paid for interest                                         $    133,157  $        -
                                                                ============  ==========

SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING, INVESTING, AND
FINANCING ACTIVITIES
 Issuance of stock for assets acquired                          $ 31,919,572  $        -

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

 Stock issued for other assets                                  $      8,000  $        -

 Redemption of treasury stock                                   $     87,600  $        -

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


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


                                      F-8
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


1.   NATURE  OF  BUSINESS  AND  ORGANIZATION
     ---------------------------------------

Global  Telemedia  International,  Inc. (The Company) (GTMI) was incorporated in
Delaware  in  November  8,  1996  and  has been engaged in the marketing of long
distance  telephone  and  related  services to individuals, businesses and other
customers  throughout  the  United  States.

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  acquired 55.1% of BentleyTel.com, Inc. (BTC), a Nevada
Corporation.  Through  this  acquisition,  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 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.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     ----------------------------------------------

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  majority  owned  subsidiaries  that  are  located  in  the  United  States,
Australia,  the Philippines and Malaysia.  Significant intercompany accounts and
transactions  have  been  eliminated  in  the  consolidation.  Minority interest
represents  the  minority  shareholders'  proportionate share of their equity or
income  (loss)  of the Company's majority-owned subsidiary, BentleyTel.com, Inc.


                                      F-9
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES(Continued)
     ----------------------------------------------

     PROPERTY  AND  EQUIPMENT
     ------------------------

Property  and  equipment  are  recorded  at  cost,  and  depreciated  using  the
straight-line  method  over  the estimated useful life of the assets, which is 5
years.  Maintenance  and  minor replacements are charged to expense as incurred.
Gains  and  losses  on  disposal  of  assets  are  included  in  the  results of
operations.

     GOODWILL
     --------

Goodwill  represents  the  excess  of the purchase price over the estimated fair
values  of  tangible and intangible assets acquired from the reverse acquisition
of  the  BHFC  and the acquisition of 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.  Management believes
that  there  has  been  no  impairment of the goodwill recorded in the Company's
consolidated financial statements as of December  31,  1999.  Total amortization
expense  for  the year ended December 31,1999  was  $1,260,509.


     REVENUE  RECOGNITION
     --------------------

     Revenue  from the sale of goods is recognized upon the delivery of goods to
customers.

Revenue  from  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 usage basis in the period during which the services
are  utilized  by  the  customer.

STOCK-BASED  COMPENSATION
-------------------------

The  Company  follows  Statement of Financial Accounting Standard (SFAS) No. 123
"Accounting  for  Stock-Based  Compensation."  Under  SFAS  123,  the  Company
recognizes compensation for services rendered by employees and consultants using
a  fair  value  methodology.


                                      F-10
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
     ----------------------------------------------

     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
reporting  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.

     NET  LOSS  PER  SHARE
     ---------------------

Net  loss  per  share  is  based on the weighted average number of common shares
outstanding  during each period.  Dilutive potential common shares include stock
options,  warrants, and convertible debentures.  For 1999 and 1998, these shares
were  not  considered  in  the  calculation  of  net loss per share as they were
anti-dilutive.

     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," 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 revenues and expenses
are  translated  at  average  monthly  exchange  rates.  The  cumulative  effect
resulting  from  such translation is included in accumulated other comprehensive
income  in the consolidated financial statements.  At December 31. 1999 and 1998
a  foreign  currency  translation  losses  and  gains  of ($23,560) and $15,522,
respectively  were  recorded.

     SEGMENT  INFORMATION
     --------------------

Effective January 1, 1999, the Company adopted Statement of Financial Accounting
Standards  (SFAS)  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  and  requires that those
enterprises  report  selected  information  about  operating segments in interim
financial  reports.  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.  See Note 14 for the Company's disclosures related to SFAS No. 131.


                                      F-11
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES(Continued)
     ----------------------------------------------

     FINANCIAL  INSTRUMENTS
     ----------------------

The  carrying  amounts for the Company's cash and other current assets, accounts
payable, accrued expenses, notes payable, and other liabilities approximate fair
value.

     INCOME  TAXES
     -------------

The  Company  uses the liability method of accounting for income taxes specified
by SFAS No. 109, "Accounting for Income Taxes", whereby deferred tax liabilities
and  assets  are  determined based on the difference between financial statement
and  tax  bases  of assets and liabilities using enacted tax rates in effect for
the  year  in which the differences are expected to reverse. Deferred tax assets
are  recognized  and  measured  based  on  the  likelihood of realization of the
related  tax  benefit  in  the  future.

     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.

     RECLASSIFICATIONS
     -----------------

Certain  reclassifications  have  been  made to the 1998 financial statements to
conform  with  the  1999  presentation.

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 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


                                      F-12
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


3.   BUSINESS  COMBINATIONS(Continued)
     ----------------------

     ACQUISITION  OF  BENTLEY  HOUSE  FURNITURE  COMPANY,  INC.  (Continued)
     ----------------------------------------------------------

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  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
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.  The  Company recorded a total of $31,801,176 in goodwill
related  to this transaction and $1,192,000 in amortization expense for the year
ended  December  31,  1999.

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  completed  an  agreement  to  purchase
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.


                                      F-13
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


3.   BUSINESS  COMBINATIONS  (Continued)
     ----------------------

     ACQUISITION  OF  BENTLEYTEL.COM,  INC.  (Continued)
     --------------------------------------

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  acquisition  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 $68,509 in amortization
expense  for  the  year  ended  December  31,  1999

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.

     UNAUDITED  PRO  FORMA  INFORMATION  FOR  THE  YEAR  ENDED  DECEMBER  31:
     ------------------------------------------------------------------------

The  unaudited  pro  forma  financial  information  presented for the year ended
December  31,  1999, has been prepared to illustrate the estimated effect of the
reverse  acquisition  and  the  BTC  acquisition.  The  pro  forma  financial
information  does not reflect any anticipated cost savings or synergies that are
anticipated  to result from the acquisitions, and there can be no assurance that
any  such  cost  savings  or  synergies  will  occur.  The pro forma information
presents  the  effect  of the acquisitions as if they had occurred on January 1,
1999.  The pro forma financial statements do not purport to be indicative of the
results  of  operations  or  financial  position  of the Company that would have
actually  been  obtained  had such acquisitions been completed as of the assumed
date  and for the period presented, or which may be obtained in the future.  The
pro forma adjustments are described in the accompanying notes and are based upon
the  available information and certain assumptions that the Company believes are
reasonable.  The  pro  forma financial information should be read in conjunction
with  the  separate historical consolidated financial statements of GTMI and the
notes  thereto.


                                      F-14
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


3.   BUSINESS  COMBINATIONS  (Continued)
     ----------------------

     UNAUDITED PRO FORMA INFORMATION FOR THE YEAR ENDED DECEMBER 31: (Continued)
     ---------------------------------------------------------------

Proforma  information  giving  effect to the acquisitions as if the acquisitions
took  place  January  1,  1999,  is  as  follows:

                                     1999
                                  ------------
 Revenue                          $ 1,080,312
                                  ============

Net loss                          $(5,633,333)
                                  ============

Basic and diluted loss per share  $      (.08)
                                  ============

The  pro  forma  financial  information  presented  above  shows  the  Company's
operating  results  for  the  year  ended  December  31, 1999 and the additional
goodwill  amortization  expenses  in the amount of $740,547 that would have been
recorded  if  the acquisition had occurred on January 1, 1999.  In addition, the
weighted  average common shares outstanding reflect the effect of the assumption
that  29,595,139  shares  had  been  issued  on  January  1,  1999.

4.   PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  consists  of  the  following  at  December  31:

<TABLE>
<CAPTION>
                                            1999         1998
                                        ------------  -----------
<S>                                     <C>           <C>
Land and improvements                   $ 5,303,169   $5,125,777
Machinery and equipment                   1,602,287      934,537
Transportation equipment                    357,982      357,982
Office equipment, furniture & fixtures      292,303      285,816
Leasehold improvements                      171,533       95,955
Property held under capital leases          213,592            -
                                        ------------  -----------
                                          7,940,866    6,800,067
Less: accumulated depreciation           (1,153,835)    (524,170)
                                        ------------  -----------
                                        $ 6,787,031   $6,275,897
                                        ============  ===========
</TABLE>


     Depreciation  expense  for  the  years  ended December 31, 1999 and 1998 is
$358,335  and  $140,318,  respectively.


                                      F-15
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


5.     NOTES  PAYABLE
       --------------

     Notes  payable  consisted  of  the following at December 31, 1999 and 1998:

<TABLE>
<CAPTION>

                                                                  1999      1998
                                                           ------------  ----------
<S>                                                        <C>           <C>
Various 0% to 10.45% notes payable to related parities     $   305,211   $        -
3% convertible debenture due on demand,
   in default (Note 5a)                                      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)    3,785,570    2,616,975
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                               172,500            -
Various 8% to 18% unsecured notes payable,
due on demand  and in default 8%                               903,309            -
unsecured note payable, due January 15, 2000                     8,500            -
                                                           ------------  ----------
                                                             9,591,090    2,616,975
Less: current maturities                                    (9,502,974)           -
                                                           ------------  ----------
                                                           $    88,116   $2,616,975
                                                           ============  ==========
</TABLE>

                          The  following  are  maturities  of  notes  payable:


                                                  Year  Ended  December  31,
                                                  --------------------------
                                                  2000       $     9,502,974
                                                  2001       $        88,116


                                      F-16
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998

   5. NOTES  PAYABLE  (Continued)
     --------------

     CONVERSION  OF  DEBENTURE
     -------------------------

a)     In  July 1999, the Company and the debt holders entered into a settlement
agreement  by  which  the  Company  will  convert  the  remaining balance of the
convertible  debt  into  freely  trading  shares  of  the Company's common stock
pursuant  to  the  original  conversion  terms  as  set forth in the convertible
debenture  agreements,  which is at the lesser of $4.00 per share or the average
closing  bid  price  of  the  Company's  common  stock  for  the  5 trading days
immediately  preceding  the  date  of  conversion.  This conversion will be done
gradually with a maximum conversion of $1,000,000 of debentures every forty-five
days,  beginning  within one week of authorization by the Company's stockholders
to  issue  these  additional shares to satisfy this obligation.  As part of this
agreement,  the  Company  will  issue  500,000 shares of its common stock to the
debenture  holders  in  satisfaction of outstanding damage claims.  These shares
are  to be issued in two installments of 250,000 shares at the beginning and end
of  the  debenture  conversions.  The  Company  will  have  the  right to redeem
outstanding  debentures  for  cash  at  face  value  in  whole  or  in  part.

As  part  of the agreement, in the event that the Company does not promptly take
all necessary steps to obtain the approval for the authorization and issuance of
the  shares,  a judgment will be issued against the Company in favor of the debt
holders  in  the  total  amount  of  $7,896,166.  As  of  December  31, 1999, no
debentures  have  been  converted into common stock, since as of the date of the
report,  no  additional  shares  have  been  authorized.

b)     One  June  21,  2000,  a  bank  in  the Philippines has agreed to release
certain  property in the Philippines from foreclosure for a redemption amount of
$3,785,570.  The  redemption  amount  is  broken  down  as  follows:


                   Original amount of loan at December 31, 1999     $  2,535,570
                     Additional expenses and loan extension fee        1,250,000
                                                                    ------------

                                                                    $  3,785,570
                                                                    ============

Subsequent  to  year  end,  the  Company  has  made payments totaling $2,970,863
towards  this  debt.  The  difference  of  $814,707  will be paid in six monthly
installments.  The  Company  has  indicated that they will accept these terms in
order  to  redeem  the  foreclosed  property.

                                      F-17
<PAGE>
                   GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


6.   CAPTIAL  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>
                                                1999    1998
                                            ---------  -----
<S>                                         <C>        <C>
Future minimum lease payments               $150,488   $   -
Less: amount representing interest           (15,808)      -
                                            ---------  -----
Present value of net minimum lease payment   134,680       -
Less: current portion                        (74,185)      -
                                            ---------  -----

                                            $ 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,
------------

2000                      $74,185
2001                       55,126
2002                        5,369
                         --------
                          134,680
                         ========


7.   EQUITY  TRANSACTIONS
     --------------------

     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 208,274 shares of  common stock at the option
of  the holder.  The Series A 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.

                                      F-18
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


7.   EQUITY  TRANSACTIONS  (Continued)
     --------------------

     SERIES  A  CONVERTIBLE  PREFERRED  STOCK  (Continued)
     --------------------------------------

In  February,  2000, the Company changed the amount of shares which the Series A
Convertible  Preferred  Stock may be converted from 208,274 to 200,000 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
Series  A  Convertible  Preferred  Stock  which  will  be  converted  at the new
conversion  rate.

     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 2,500 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.

     TREASURY  STOCK
     ---------------

In October 1999, the Company recorded 950,000 shares of common stock as treasury
stock,  valued  at  the  debt  forgiven  of  $87,600  (Note  12).

     SERIES  B  CONVERTIBLE  PREFERRED  STOCK  SUBSCRIBED
     ----------------------------------------------------

The  Company  has  received $485,400 for the subscription of 3,491,943 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).

     COMMON  STOCK  SUBSCRIBED
     -------------------------

The  Company has received $42,500 as deposits to extend certain stock options to
June  30, 2000. The deposits will be applied against the total exercise price of
the  options.

8.   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  surrendered  7,210,666  shares
subsequent  to  year  end,  to  meet  approximately  $5,765,000 of the Company's
financial  needs.


                                      F-19
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998



8.   SHARE  SURRENDER  AGREEMENT  (Continued)
     ---------------------------

In  November  1999, the Company's President/CEO entered into an agreement with a
stockholder,  whereby  he  surrendered  1,090,566  shares of common stock of the
Company  in order to generate $116,900 of cash. The President/CEO will surrender
the  equivalent  amount  of  common  stock  of the Company in replacement of the
shares surrendered by the stockholder within 12 months under the Share Surrender
Agreement.

9.   STOCK  OPTIONS  AND  WARRANTS
     -----------------------------

At  December  31,  1999  and  1998,  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.
A summary of the Company's stock option and warrant activity for the years ended
December  31,  1999  and  1998  is:

<TABLE>
<CAPTION>
                                                               1999
                                                 -----------------------------
                                                               Weighted
                                                               Average
                                                  Outstanding   Exercise Price
                                                 ------------  ---------------
<S>                                              <C>           <C>
Balance, beginning of year                         7,025,767   $          0.34
Granted                                              190,000              0.10
Exercised                                                  -                 -
Canceled/expired                                  (3,636,192)             0.31
                                                 ------------  ---------------
Balance, end of year                               3,579,575              0.35
                                                 ============  ===============
Weighted average fair value of options/warrants
   granted during the year                                     $             -
                                                               ===============
</TABLE>


                                      F-20
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


9.   STOCK  OPTIONS  AND  WARRANTS  (Continued)
     -----------------------------

<TABLE>
<CAPTION>
                                                             1998
                                                 -----------------------------
                                                                  Weighted
                                                                   Average
                                                 Outstanding   Exercise Price
                                                 ------------  ---------------
<S>                                              <C>           <C>

Balance, beginning of year                         4,137,500   $          1.33
Granted                                           12,978,289              0.17
Exercised                                         (9,260,734)             0.15
Canceled/expired                                    (829,288)             3.56
                                                 ------------  ---------------
Balance, end of year                               7,025,767              0.34
                                                 ============  ===============

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

     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
1999  and  1998,  respectively:  no  dividend  yield  for  each  year;  expected
volatility  of 20% and 33%; expected option/warrant life of 3 years for 1999 and
2  years  for  1998;  and  risk  free  interest  rates  of  5.75%  and  4.72%.

<TABLE>
<CAPTION>
                         Weighted
                        Options and    Average
Exercise Price Range     Warrants    Average Life  Exercise Price
----------------------  -----------  ------------  ---------------

                           1999 Outstanding and Exercisable
                           ---------------------------------
<S>                     <C>          <C>           <C>
0.20 - $1.00             3,579,575       2.9        $    0.35

                           1998 Outstanding and Exercisable
                           ---------------------------------
0.10 - $2.50             7,025,767       3.10       $    0.34
</TABLE>


     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.


                                      F-21
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


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>
                               1999           1998
                           -------------  -------------
<S>                        <C>            <C>
Deferred tax assets        $ 16,289,000   $ 16,289,000
Less: valuation allowance   (16,289,000)   (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>
                               1999     1998
                             =======  =======
<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, 1999, the Company had available unrecognized net operating loss
carryforwards  for  income  tax  reporting  purposes  of $42,220,000, which will
expire in various periods through 2019.  In addition, the Company has $1,244,327
of  capital  loss  carryforwards, which expire in 2000 and can be used to offset
capital  gains,  if any.  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. 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.


                                      F-22
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


11.   COMMITMENTS
      -----------

     OPERATING  LEASE
     ----------------

     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
     --------------------------
                  2000                   $  72,456
                  2001                      93,294
                  2002                      96,798
                  2003                     100,302
                  2004                     103,806
                  Thereafter                43,800

Rental  expense  for  the years ended December 31, 1999 and 1998 was $26,225 and
$0,  respectively.

     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.

     ULTRAPULSE  COMMUNICATIONS,  INC.  LETTER  OF  INTENT
     -----------------------------------------------------

In  May  1998,  the  Company  entered  into  a  letter of intent with UltraPulse
Communications,  Inc.  (UCI) to acquire 51% of its outstanding common stock.  As
part  of  the agreement, the Company will have a five-year option to acquire the
additional  49%  of  UCI's  outstanding  common  stock.  UCI is a privately held
company  that  holds  the  exclusive  licensing  rights  for  the  development,
production  and  marketing  of  its  wireless telecommunications technology.  In
addition,  if  the  option  were  exercised,  the  Company would have to provide
financing  to  UCI  in  the  amount  of  $10,000,000  on  a  deposit  and  a
performance-based  schedule  to  be  determined  following the evaluation of the
functioning  technology.  The  agreement  is  subject  to  due diligence by both
parties  and shareholders consent prior to the execution of any final agreement.

MARKETING  AND  SALES  CONTRACT
-------------------------------

In  October,  1999,  the  Company  entered  into an agreement with an individual
consultant  to  provide services related to the design of furniture and fixtures
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 exchange for these services, the Company has agreed to pay as
compensation  up  to  50,000,000 shares of common stock earned through a formula
over

                                      F-23
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


11.   COMMITMENTS  (Continued)
      -----------

MARKETING  AND  SALES  CONTRACT  (Continued)
-------------------------------

the  term  of  the  agreement  based  on  an  overall  cumulative  sales goal of
$75,000,000. Additionally, the consultant will be paid additional fees for other
services.  Any  shares earned will be paid through the share surrender agreement
(Note  8) with the remaining shares not being issued until a Board of Directors'
meeting is held to authorize additional common stock. No amounts were paid under
this  contract  during  1999.

12.   CONTINGENCIES
      -------------

      LITIGATION
      ----------

The  Company  is involved in various lawsuits, claims and proceedings which have
arisen  in  disputes  with vendors for non payment of services received. Amounts
claimed  due  under  the  lawsuits,  including accrued interest, are included in
accounts payable and accrued expenses, accrued legal judgments and contingencies
and  notes  payable  at  December  31,  1999  and  1998.  The  most  significant
litigation  is  described  below.

In  August  29,  1997,  a  complaint  was  filed against the Company by a vendor
seeking recovery of approximately $6 million for payment of services rendered as
well  as fees for attorneys and court costs.  The suit was amended to reflect an
amount  of  $9  million  plus  interest.  While  no assurances can be given, the
Company  intends  to  vigorously  defend  this action.  At December 31, 1999 the
Company  had accrued a total of $11,098,910 related to this matter.  The Company
is  optimistic  that  some  kind  of  out  of  court settlement can be achieved.

In  May  1998,  an  award  was entered against the company for $2.5 million with
respect  to  a  former agreement for services to be provided by each entity.  On
April  1,  1999,  the  Company entered into a settlement agreement for $325,000.
Although  the  Company  was  successful in reaching a compromise settlement, its
inability  to  make  payment  of the settlement resulted in the reinstatement of
$2.5  million   The  Company  has accrued a total of $2,698,157 relating to this
matter as of December 31, 1999.  The Company is optimistic that some kind of out
of  court  settlement  can  be  achieved.

In  February  1997,  a note payable holder filed a complaint against the Company
seeking  recovery  on  two  promissory  notes  totaling  $250,000  in principal,
together with interest, attorney fees, costs and expenses.  Although the Company
was successful in reaching a compromise settlement of this action, its inability
to  make  payment  of  the settlement resulted in a summary judgment against the
Company  for  $250,000.  As  of  December  31,  1999,  the  Company has recorded
$250,000  in  notes payable.  The Company is optimistic that some kind of out of
court  settlement  can  be  achieved.



                                      F-24
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


12.   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. No shares have been
issued  under  the  share  surrender agreement (Note 8). The Company has accrued
$330,000  as  of  December  31,  1999  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.

13.   RELATED  PARTY  TRANSACTIONS
      ----------------------------

BENTLEYTEL.COM,  INC.,  ACQUISITION
-----------------------------------

The  President and Executive Vice President of the Company own approximately 36%
of  the  outstanding  common  stock  of  a  subsidiary,  BentleyTel.com,  Inc.


                                      F-25
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


13.   RELATED  PARTY  TRANSACTIONS  (Continued)
      ----------------------------

     STOCK  OPTION  AGREEMENT  -  RELATED  PARTY
     -------------------------------------------

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.

14.   SEGMENT  INFORMATION
      --------------------

The  Company, through its chief operating decision maker, evaluates and measures
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  designs  and  produces
telecommunications software and equipment in its Telecommunications segment. The
Company  also  manufactures  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.



                           (Left intentionally blank)


                                      F-26
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


14.   SEGMENT  INFORMATION  (Continued)
      --------------------

<TABLE>
<CAPTION>
Segment information for
the years ended
December 31, is:                            1999
                          ---------------------------------------

                                        FURNITURE AND
                                           TIMBER
                    TELECOMMUNICATIONS   PRODUCTION     TOTAL
                          ------------  -----------  ------------
<S>                       <C>           <C>          <C>

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


                                            1998
                          ---------------------------------------

                                        FURNITURE AND
                                           TIMBER
                   TELECOMMUNICATIONS    PRODUCTION    TOTAL
                          ---------------------------------------
Sales                     $         -   $  104,700   $   104,700
Gross profit (loss)                 -       73,513        73,513
Interest expense                    -            -             -
Depreciation and
   amortization                     -      140,318       140,318
Net loss                            -     (963,991)     (963,991)

At December 31:
Assets                    $         -   $6,741,570   $ 6,741,570
</TABLE>

The  company produced all of its sales and revenues outside of the United States
for  both  of  the years ended December 31, 1999 and 1998.  The sales to foreign
locations  are  as  follows:

<TABLE>
<CAPTION>
REGION                1999      1998
----------------  --------  --------
<S>               <C>       <C>

US/North America  $      -  $      -
Asia/Australia     594,021   104,700
                  --------  --------
                  $594,021  $104,700
                  ========  ========
</TABLE>



                                      F-27
<PAGE>
                     GLOBAL TELEMEDIA INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999 AND 1998


14.   SEGMENT  INFORMATION  (Continued)
      --------------------

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, 1999
and  1998,  are  as  follows:

<TABLE>
<CAPTION>
REGION                  1999        1998
----------------  ----------  ----------
<S>               <C>         <C>
US/North America  $   16,494  $        -
Asia/Australia     6,770,537   6,275,897
----------------  ----------  ----------
                  $6,787,031  $6,275,897
                  ==========  ==========
</TABLE>

     15.     SUBSEQUENT  EVENT

The  Company has entered into discussions to acquire a software developer, owner
of  a patented unified messaging system. The letter of understanding dated April
2000,  states  that  the  Company will acquire 100% of the software developer in
exchange for Series A Convertible Preferred Stock, which will be provided by the
surrender  of  additional shares by the Company's major shareholders, plus cash.

The  Company's  President/CEO  has  committed to funding development costs up to
$600,000  for  the  software  developer.

In  connection  with  this  agreement,  the  Company,  through  its  subsidiary
BentleyTel.com,  Inc.  has  entered  into a software co-development agreement in
January 2000 and a joint marketing agreement in February 2000, for a term of two
years.  These agreements grant certain marketing rights to its products outlined
in  the  agreements.

Additionally,  the President of the software developer has joined the Company as
Chief Technical Officer to supervise the ongoing software development agreement.


                                      F-28
<PAGE>