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

                                      10KSB/A-1
                    This report includes a total of 26 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. 420, 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  :  $


<PAGE>
The  number  of shares outstanding of the issuer's common stock as of April 13th
2000,  was  75,000,000  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.

     In 1998, the Company funded seed money and entered into an agreement to act
as  the  primary  marketing arm of CyberAir Communications, Inc.  ("Cyber").  In
1998, Cyber is engaged in deploying an international network through a series of
contracts  and  alliances  with  various  government  agencies  and  global
telecommunication  companies.  In  the  first stage, the Company is scheduled to
market  U.S.  origination of both voice and data long distance to Mexico, China,
India  and  Pakistan.

     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  February  2,  1999,  the  Company  announced  that  it  entered  into a
preliminary  agreement  to  acquire  Bentley House Furniture Company ("BHFC"), a
Philippine  manufacturing  Company  with  interests  in:  telecommunications,
agriculture, mining, timber export and furniture manufacturing.  The acquisition
was  completed  on April 2nd 1999.  BHFC has existing facilities for the milling
and  finishing  of  raw  timber, as well as, a new $8 million "state of the art"
furniture  facility,  designed  and financed with the assistance of the Sumitomo
Corporation,  with  whom  BHFC  had  an  international  agreement.


<PAGE>
     The  acquisition  of  BHFC  brought  the  Company  an  asset  base  and  an
international  business  platform.  BHFC,  established  in 1954, is a Philippine
diversified group of companies engaged in hotel and resort outfitting, furniture
export,  and  housing  construction.  Under  a 25 year government contract, BHFC
will  construct  one million government houses with payments guaranteed from the
Philippine  Government's National Housing Authority.  The contract also requires
BHFC  to  provide  telecommunications,  cable  TV  and  Internet services to the
government  houses.

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  thr 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 for the upcoming 2000 Olympics.  The contract
for the EchoTech Hotel project is delayed due  to  current  Olympic  games  2000
construction, but the Company expects to execute the contract in the 2nd 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 BHFC to be the exclusive
provider of local and long distance telephone, cable TV and Internet services to
the  newly  constructed  one  million  government  homes.

     Pursuant  to  the Plan, BHFC  has  also contracted with KPMG to arrange for
the  independent  valuation  of  its  timber  assets  to  conform  with  US GAAP
requirements.  BHFC  has  agreed  to  make  its assets available for the purpose
of  establishing  the  credit  facilities necessary  for  the combined companies
to  realize  the  goals  of  the  Plan.

KPMG are the auditors for BHFC and BentleyTel.com appointed BDO International to
audit  and  assist  in  the  consolidation  of  its  financial  statements.


     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.

     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, 99.8% 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 SmartCard 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).  Two hundred eighteen
Series  "A"  Preferred  Shares,  representing 5% of the Company, were  allocated
for  CyberAir's  principals  conditioned upon the engagement  of  the previously
discussed  marketing  agreement  with  CyberAir and the deployment of technology
pursuant  to the agreement. On December 18, 1999, the Company called on CyberAir
to  make  available  its  technology,  however,  CyberAir was unable to meet its
contractual obligations.  Subsequently, the Company retired the preferred shares
reserved  for  the  CyberAir principals until further developments regarding the
technology  contemplated  by  the  CyberAir  agreement  are  realized.

     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  internet  service, long   distance
and   International    telecommunications  provider.  Established in 1991, Octa4
is  offering  ISP  to  4,000  +  members  and  maintains a new national  network
offering  ISP, virtual ISP, VIOP (Voice Over the Internet), VPN (Virtual Private
Networks)  and  e-commerce  to  every  Australian  state.  Octa4 and its clients
account for almost 50% of  Australia's  e-commerce. Octa4, located on the web at
www.octa4.net.au, has also  developed the "Centrebet" Internet international web
hosted  betting  system,  which  can  be  viewed  at  www.centrebet.com.

     b)   3G  Communications,  Inc.,  located  in  Davao,  Philippines is a long
distance  telecommunications  company that owns and operates 44 mobile satellite
long distance tele-centers.  3G plans to deploy up to 100 satellite tele-centers
in  Mindanao  by  the  end  of  the  year  2001.  (3G),  BentleyTel.com Phils is
currently nine (9) months ahead of schedule opening its 44th tele-centers and 12
cell Kiosks, completing 70% of the year's roll-out in the first quarter of 2000.

     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.  BentleyTel.com  acquired  DynaSem to
assist with technology   transfers  between  the BentleyTel.com companies and to
train  BentleyTel.com   personnel  in  VIOP,   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  corridor.

     BentleyTel.com  had  agreed  to exchange  one million BentleyTel.com common
shares  with  NextGen  Telcom,  Inc.  ("NextGen")  in exchange for assistance in
developing  BentleyTel.com's  Proprietary  SmartCard.  As  a  result  of  the
appointment  of John Walsh and the acquisition of Octa4 Pty. Ltd., the engineers
within  the  Company  were  able  to  complete  the SmartCard platform with some
assistance  from NextGen. NextGen proposed a one-time payment for work preformed
which  the  Directors  paid  in  full.

     During  the  4th  quarter  of  1999,  BentleyTel.com  continued  to provide
complex  e-commerce  solutions, multi-media and high speed Internet and wireless
communications,  including  international  and long distance Voice over IP, LAN,
VPN  (Virtual  Private  Networks),  ISP,  Virtual  ISP,  and  PC-PC,  PC-Phone
transmission  of  data and voice to and within the BIMP-EAGA. BentleyTel(Aus) is
part  of  a  Consortium  consisting of Optus, NEC, Compaq and Cable and Wireless
which  was successful in obtaining a $110 million 5 year contract to provide the
Government  of  the  Northern  Territory  of  Australia  with  Internet  access,
VPN,(Virtual  Private  Network)  and  LAN/WAN  systems.

     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  OF  BHFC
-----------------------------------------------

     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  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.

     Construction  contracts,  pursuant  to  the  development  of the Philippine
employee government homes, have been executed with San Antonio Housing Systems &
Technology,  Inc.,  a  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.

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,
and has held management positions with such prestigious companies  as  MCI,  FMC
and  GTE.

     Additionally  the  company has offered a 5-year employment agreement to Ken
Heffner,  former Vice President and General manager of Nortel as Chief Technical
Officer.  Ken has 13 years with Nortel and would bring a wealth of experience to
the  company.

     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 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
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.

     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.   The
Company  had  been  pre-approved  for  financing in the amount of $12.5 million.
However  the  loan required the company to put up collateral to the value of the
loan,  and although the company has such assets none of those assets were in the
Unites  States and therefore the parties agreed not to pursue such financing. In
addition  the  Company  is  negotiating  financing  via  a  2-year   convertible
redeemable debenture for $5 million @ $10.00 per  share  or  85%  of  the  share
value  at  the  date  of  conversion.

     The  new  management  has  significantly   reduced  the  Company's  prior
liabilities  and continues to resolve the majority of the  Company's  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 a long-term 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 2nd 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 month to month  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.


<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.

c)   Company  has a 50%  interest  in Bunsaco  Inc. a former  Mitsui  sawmill in
     Butuan  City,  which  is  fully  licensed  and  operating.  Round  logs are
     transported  from the plantation to this mill which processes the logs into
     boards and sells the boards to the local market and supplies the  furniture
     factory

d)   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 in 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  a  international  gaming
     site www.centrebet.com  ,  licensed  by  the  Australian  Government  it is
     ----------------------
     operated byJupiters  casino.   BentleyTel  has  an  exclusive  service  and
     maintenance contract for  the site which currently has reported revenues of
     approximately $20 million per  month.

e)   The  company  has  offices  in  Davao City and owns and operates 44   V-Sat
     and  fiber network TeleCenters and 12 call Kiosks in Mindanao a total of 56
     sites and  is the exclusive or dominant telecommunications provider  to  44
     towns with a combined population of approximately  1.3  million  persons.

f)   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  Universiti,  the  University has 10 campuses and is
     expected  to  be a  source  of  highly  skilled computer engineers and BSc.
     graduates Of computer science  for  the  Company.

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.

     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 $6 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.  A final
payment  is  due  on  May  1st  2000

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  75,000,000 shares of common stock, options and warrants to purchase
3,479,575  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  intends  to  apply for listing on a major exchange by the 2nd
quarter  2000.  The  company has had meetings with senior management of the AMEX
and  has  completed  the  application,  however  the  application  requires  the
attachment  of  audited  financial statements, which are in the process of being
completed,  and  the  application  is  being  prepared  for  filing.


<PAGE>
ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.
---------------------------------------------------------------------------

     The  Company is not submitting financial statements 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.


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

     The  financial  statements  required by this item 7 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.


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

     None.


                                    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 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.


<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 A.             1999*   170,000       0              0            0              0         0              0
Bentley-Stevens,
CEO

Regina                   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  has  agreed  to  forego  all 1999 compensation from the Company due to a lack of earnings.
Messrs.  McClain,  Perman  and  McClain  were  not compensated in 1999 prior to the Bentley House Furniture Company
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.

     The  Company  entered  into an employment agreement with Melissa D. Hart, a
former  Company  secretary,  dated  May  25, 1995, which was amended November 1,
1995,  February  1,  1996,  and  February  1,  1997.  Pursuant to the employment
agreement,  which  had  a  term  of  three  years,  Ms. Hart was employed as the
Company's  Regulatory  Affairs Director and compensated with an annual salary of
$52,000,  and  the  granting of 50,000 shares of the Company's Common Stock.  In
addition,  Ms.  Hart  shared  in the Company's Executive Stock Bonus Plan, which
provided  for  the  issuance  of  shares  of Common Stock upon increase of gross
monthly  revenues  over  a  base  of  $450,000.  Ms.  Hart's employment with the
Company  was  ended  by  mutual  agreement  as  of  March  1998.

     As of November 15, 1996, the Company had a subsidiary company called Finish
Line  Collectibles  Inc.,  which  entered into a three-year employment agreement
with  Arthur  West  as  its sales manager.  Finish Line was declared bankrupt in
July  1997.  Mr. West had an annual base salary of $78,000, plus other benefits.
The  Company  had  also  agreed  to pay a bonus to Mr. West equal to 1.5% of the
gross  sales  of  the  Company's  collectible calling cards business during each
quarterly  period  of  his  employment agreement.  However, the annual bonus pay
could  not exceed $42,000, $54,000 or $67,000 during the first, second and third
years,  respectively,  of  the  term  of  the  employment agreement.  Mr. West's
employment  agreement  with  the  Company  terminated  when Finish Line declared
bankruptcy.

     As  of  January  2,  1997, the Company purchased a subsidiary called Log On
America,  which  entered into a three-year employment agreement with David Paolo
at  an  annual  base  salary  of $75,000, plus other benefits.  In addition, the
Company agreed to pay Mr. Paolo a contingent sum equal to either fifteen percent
(15%)  or twenty percent (20%) (such percentage being based on the gross profit,
if  any, of the Company's Internet Services Business for the year ended December
31,  1997) of the value of the Internet Services Business after three years from
the  acquisition  date.  At the Company's sole option, up to fifty percent (50%)
of the contingent sum could be paid in the form of shares of Common Stock of the
Company which have certain registration rights.  The Company sold Log On America
in  January  1998  to  Log  On  America's  management,  thereby  terminating the
employment  agreement  with  Mr.  Paolo.


<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

     The  Board  of Directors has established compensation and audit committees,
which  consist  of  Mr.  Roberto  S.  Sebastian,  Ambassador Ramon A. Tiroll and
General  Renato de Villa, who are non-employee directors, and who were appointed
to  the  Board  of  Directors  on  June  30,  1999.  See DIRECTORS AND EXECUTIVE
OFFICERS.

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, 99.8% 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  has  been issued 2,400 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  1,600  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, 120 shares of series "A"
preferred shares was delivered into escrow on 11/10/99. The shares of GTMI stock
were  to  be  exchanged  for  24,922,880  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.

     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

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:  April 17,2000              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:  April 17th 2000            By:  /s/  Jonathon Bentley-Stevens
                                        -----------------------------
                                             Jonathon Bentley-Stevens
                                             President/Chief  Executive  Officer
                                               Director


Dated:  April 17th 2000            By:  /s/  David  Tang  CPA
                                        ---------------------
                                             David  Tang
                                             Chief  Financial  Officer
<PAGE>