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

                                    10KSB
                                Amendment No. 1

(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, 1998
                                       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:


<PAGE>
                  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  :  $0

The  number  of  shares outstanding of the issuer's common stock as of September
15th 1999, 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 September 15th, 1999 was
$8,776,695.

Documents  incorporated  by  reference:

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

     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.


                                        2
<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. Due to it's recent acquisitions the   Company expects to be
in  a  position  to  utilize  the  technology  of  CyberAir by 4th quarter 1999.

     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 the agreement to acquire UltraPulse  Communications Inc.,
which had  developed  a  broadband  broadspectrum  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 Sumitomo
Corporation,  with  whom  BHFC  has  an  international  agreement.


                                        3
<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  by  the
Philippine  government  National Housing Authority.  The contracts also requires
BHFC to  provide  telecommunications,  cable  TV and  Internet  services  to the
government houses.

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

     The  Company's  previous  business  plan  ("the  plan")  for  a  nationwide
telecommunications  business  has  failed  due  to  problems associated with its
switching  platform  and  the  lack of sufficient capital to implement the plan.
The  plan  as  of  December  1998, is to concentrate the Company's marketing and
sales  efforts  on its carrier services businesses. Fulfillment of the Company's
plan required the Company to obtain significant financing that it believed to be
essential  to  carry  out  its  business  plan.

     The  new  Management's business plan incorporates the manufacturing base of
Bentley  House  Furniture  Company.  Following the completion of the Karamunsing
hotel  project  in  the  resort  city  of  KotaKinabalu, Malaysia, BHFC has been
provisionally  awarded  the  EcoTech  Hotel  currently  being  built  in Sydney,
Australia  as  part  of the 2000 Olympic plan. The signing of the EchoTech hotel
contract  should occur in November 1999, and a letter of credit will be received
from  which  the  Company  can  immediately  draw  funds  to commence design and
furniture  construction.  The  Company  is  also  negotiating  the outfitting of
another  Australian  project,  the  SydneySider Resort Hotel, being built in the
resort  city of Tagaytay, near Manila, Philippines. As part of these agreements,
the  Company  would  also  become  an  equity  partner  in  these  projects.

     The  business  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. The Company has signed a $31 million dollar
contract  with  Integrated  Philcan Inc. a subsidiary of HRS Steel in Canada for
the  first stage of construction, which should commence in the 4th quarter 1999.
The  contract  is fully guaranteed by the Philippine National Housing Authority.
The  housing  contract also calls for BHFC to be the exclusive provider of local
and long distance telephone, cable TV and Internet services to those one million
government  houses.

     BHFC  has  contracted  KPMG to arrange for the independent valuation of its
timber  assets  to conform with US GAAP prior to the addition of these assets to
the  Company's  books.  BHFC  has  agreed  to  make its assets available for the
purpose  of  establishing  the  credit  facilities  necessary  for  the combined
companies  to  realize  their  new  joint  business plan. BHFC is located in the
"Trade  Free  Zone"  in  Mindanao's  largest  city,  Davao, which is part of the
BIMP-EAGA Border-less Trade Agreement (AFTA, Asean Free Trade Agreement) between
Brunei,  Indonesia,  Malaysia and the Philippines and Australia. (Similar to the
US  NAFTA,)  BIMP-EAGA  serves a combined population of over 400 million people.


                                        4
<PAGE>
     This factory is believed by the management of BHFC 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
and Italian automated heated spray booths and other specialized  machinery.  The
factory has a certified output capacity of 10,000 finished pieces per month. The
Company  utilizes  mahogany,  teak and other  hardwood  timber from  plantations
controlled by the Company 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 these 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.

     On  April  2,  1999,  BHFC and the Company closed their share exchange with
the  delivery  of  99.8%  of Bentley House Furniture Company stock to the escrow
attorney.  GTMI  had  developed  a  schedule  of  resolutions  for  its  present
outstanding  debts  and  lawsuits. New management has reduced the Company's debt
and resolved the majority of the lawsuits. The Company should be able to resolve
all  the  lawsuits  by 1st quarter 2000. Following the shareholders meeting, the
name of the Company will be changed to "Bentley House International Group, Inc."
and  there  will  be  requested  a  change  in  its  symbol  to  "BHIG"

     The  Company  will  hold  a shareholders meeting  in  the  4th  quarter  of
1999.  Former  President  Roderick  McClain,  as  part  of  the  share  exchange
agreement, delivered majority shareholders votes by irrevocable proxy to confirm
approval  for required restructuring and amendments to the Company's Certificate
of  Incorporation  including  the  name  change  of the Company to Bentley House
International  Group,  reflecting  the  "holding company" nature of the Company.

SUBSEQUENT  EVENTS,  BUSINESS  COMBINATIONS
-------------------------------------------

     New  Management  has  spent considerable effort in the investigation of new
technologies  that  will  provide  the  Company  a  strategic  advantage  in the
marketplace.  Management  believed  that  these  new  technologies would play an
important  role  in  achieving  and  retaining  market  share. The Company's new
management  re-opened  negotiations  for the acquisition and/or licensing of the
"cutting  edge"  photon  and  broadband  spread  spectrum  technology previously
offered  to  the  Company by Ultrapulse.     On April 2nd 1999, the Company, via
share  exchange,  acquired  100%  of  Bentley  House Furniture Company (BHFC) in
exchange  for  29,595,139 common shares and 4,000 shares of series "A" preferred
shares  (series "A" preferred shares are convertible at 208,274 shares of common
stock  per preferred share). 218 series "A" preferred shares, representing 5% of
the  Company,  were  allocated  for  CyberAir's  principals conditioned upon the
engagement  of  the  marketing  agreement  and the deployment of the technology.

     To  clearly  identify,  create  and  fund  the  distinct income streams and
cultivate  specialist  management  on the telecom side, the Company has acquired
the  majority  interest  in  a  Nevada  corporation  named  BentleyTel.com, Inc.
BentleyTel.com,  has  moved  forward  to  engage  UltraPulse  and CyberAir in an
agreement  to jointly deploy the technology throughout the Company's platform in
Australia  and  the  BIMP-EAGA  countries.

     BentleyTel.com is arranging independent  financing and is in the process of
finalizing  the  acquisitions,  via  a  share  exchange  and  capital,  of three
international telecom / technology companies. They are,  Octa4 Pty. Ltd. located
in  Darwin  Australia,  3G Communications Inc. located in Davao, Philippines and
DynaSem  Communications  Sdn. Bhd. located in Kuching, Malaysia. The acquisition
will  provide  the  Company  with  income from long-distance telecommunications,
voice over Internet, e-commerce and  ISP services as well as technology training
and  sales  of  continental and international calling cards. These companies are
located  in Australia, Malaysia, and the Philippines and are currently active in
long  distance  telecommunications,  ISP  (Internet) services, and deployment of
portable  satellite  call  stations  and  technology  training.


                                        5
<PAGE>
     BentleyTel.com,   also   committed   to  a  share   exchange  of  1,000,000
BentleyTel.com   shares  to  gain  equity  in  NextGen   Telcom  Inc.,  a  Texas
Corporation.

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

     The  BentleyTel.com  Group  of  Companies  include:

     a)   Octa4 Pty. Ltd an Australian  Internet  Service Provider who will also
          provide   long   distance   and   International    telecommunications.
          Established in 1991, Octa4 is offering ISP to 4,000 + members,  it has
          a new national  network offering ISP, virtual ISP and VIOP (voice over
          the Internet) and e-commerce to every state.  Octa4 provides  services
          to 50% of  Australia's  e-commerce in 1998.  Octa4 also  developed the
          "Centrebet", Internet international betting system.


     b)   3G Communications Inc., located in Davao, Philippines largest City, is
          a Philippine based long distance telecommunications Company which owns
          and operates 26 mobile satellite long distance calling  stations.  The
          stations  are also  capable of handling  ATM secure  data  transaction
          transmissions from rural banks. 3G plans to deploy up to 100 satellite
          calling stations in Mindanao.

     c)   DynaSem  Communications Inc., located in the Business city of Kuching,
          is a Malaysian  technology training company which was acquired for the
          purpose  of  technology   transfer  between  the  companies  including
          training  of  personnel  in  VIOP,   ISP,  secure  data  transfer  and
          e-commerce.  DynaSem is part of the BIMP-EAGA e-commerce/  Multi-media
          super corridor.

     d)   BentleyTel.com  has agreed to exchange  1,000,000  shares with NextGen
          Telcom Inc. NextGen is a high-tech  marketing company which focuses on
          building  distribution  systems for companies involved in domestic and
          international long distance,  prepaid phone cards, Internet access and
          website design. Upon the successful  completion of the share exchange,
          NextGen will draw on its expertise in telecommunications  marketing to
          establish and implement an international  distribution network,  which
          will feature BentleyTel.com products and services.

     In  the  4th  quarter  1999,  BentleyTel.com  should  be  in  a position to
commence  providing  voice  and  data  services, both conventionally and via the
Internet,  to  the  BIMP-EAGA  countries  with a combined population of over 400
million.     The  group  of  companies  making  up  BentleyTel.com are currently
generate  several  million  dollars  annually  and  these  earnings  will  be
significantly  enhanced by the transfer of technology and networking between the
respective  companies.  The  companies  acquired  will  change  their  names  to
BentleyTel.com  and  contribute  their  particular  knowledge  of  the
telecommunications  industry  to  the  Company.


                                        6
<PAGE>
     BentleyTel.com is preparing for an initial public offering in mid 2000.

     On  October  27th 1999, BentleyTel.com executed its share exchange with the
above  mentioned  companies.  As part of the agreements, BentleyTel will provide
capital  to  subsidiaries  companies  for  business  development and operations.
BentleyTel.com  should be able to report significant revenues in the 4th quarter
1999.

OPERATIONS,  CONTRACTS  AND  PROJECTS  OF  BHFC:
------------------------------------------------

     Joint  venture contracts for construction of government employee homes: The
contracts  include  housing  for the Philippine National Police, Armed Forces of
the  Philippines  and  the  Department  of  Interior  and  Local  Government.
Subdivisions  are  complete  with  permits  to  construct  and  permits to sell.
Horizontal  works and construction will commence during the 4th quarter of 1999.

     Construction  contracts have been signed with San Antonio Housing Systems &
Technology  Inc.,  and Canadian  company,  HRS Steel,  through their "AAA" rated
subsidiary in the Philippines,  Integrated  Philcan Inc. Both companies  produce
Rapid-Built modular houses and have factories in the Philippines.  The companies
are fully licensed and accredited with the Philippine Government.

     Land  conversion  project,  a  50,000  acre  project,  commissioned  by the
Philippine  under  a  Presidential  Proclamation awarded BHFC  the reforestation
rights  to  convert  the  original mahogany teak, and other hardwood forest into
palm oil and coffee commercial plantation. 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
resulting  in  hardwood  sales,  furniture  manufacturing and export and housing
components.  BHFC  is  the  Managing  Partner  of  the  project  and  Jonathon
Bentley-Stevens  is  the  Attorney-in-Fact  for the duration of the project. The
project  is  contracted  to  expand  up to 500,000 acres over the next 48 years.

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 is in the process in executing
consulting  agreements which will convert into long term employment contracts as
the company grows. The New management are targeting individuals who have over 20
years  experience  in  the  business  and  have  started  many  like  companies
successfully  in  the  past.

     Roderick  A. McClain was Chairman of the Board, Chief Executive Officer and
President  of the Company and had been a Director of the Company since 1993. Mr.
McClain,  in  1991,  founded  Global  Wats  One, Inc., which was acquired by the
Company  in  1993. Mr. McClain attended the University of Tennessee. Mr. McClain
resigned  as  a  Director  and  Officer  of  the  Company  on  April  1st  1999.

     Geoffrey  F.  McClain  was senior vice-president and had been a Director of
the  Company  since  August  1995.  Mr.  McClain is the brother of the Company's
Chief  Executive  Officer,  Roderick  A. McClain.  Mr. McClain received a BBA in
Finance  from  the  University  of Miami. Mr. McClain was an original founder of
Global  Wats One, Inc., which was acquired by the Company in September 1993. Mr.
McClain  resigned  as  a  Director and Officer of the Company on April 1st 1999.


                                        7
<PAGE>
     Herbert  S.  Perman has served as Chief Financial Officer from 1995 through
May 31, 1997 and was appointed as Director of the Company in 1995.  From June 1,
1997,  Mr. Perman served as Executive Vice President, and as of May 1, 1998, Mr.
Perman  once  again  assumed  the  position  of  Chief  Financial Officer of the
Company.  Mr.  Perman received a BS from the City College of New York and a J.D.
from  Brooklyn  Law  School.  From  1994  through October 1995, Mr. Perman was a
consultant  to  the  long distance and prepaid telephone industry.  From 1989 to
1994,  Mr.  Perman  was  director  of  marketing  for  PDQ Notes, Inc. a medical
software  Company.  Mr. Perman was licensed as a certified public accountant and
attorney  in  the  state  of  New  York  but is not active as either. Mr. Perman
resigned as a Director of the Company on April 1st 1999,  and CFO of the Company
on  July  21,  1999.

THE  NEW  MANAGEMENT
--------------------

     Effective  April  2nd 1999, Jonathon Bentley-Stevens is the Chief Executive
Officer  and President of the Company. He is also the President of Bentley House
International  Corporation  (Seychelles) and Chief Executive Officer of BHFC. He
is  the  author of the Bentley-Tricap Ancestral Land Development Plan, currently
in  use  in  the  Philippines as a platform for infrastructure and technological
development.

     Effective April 2nd 1999, Regina S. Peralta is the Executive Vice President
and  Director  of  the Company. She is also President of Bentley House Furniture
Company  and  Vice  President of BHTC Sdn. Bhd, a GTMI subsidiary and the Brunei
Marketing  division,  and  was  a  Board  member  of  the  Philippine Chamber of
Furniture  Industries.

     Effective June 21, 1999, Rene Fruto is the Chief Operating Officer of GTMI.
He is the former Vice Chairman of Marina Bank, Marina Del Rey, Managing Director
of  Marina  State  Bank,  President  of  First  Central  Bank NA, Executive Vice
President  of  Trans  National Bank and Executive Vice President of Pan American
National  Bank. He is a CPA and holds a B.Sc. in Accounting and a Masters degree
in  banking  and  finance.

     Effective  July  22nd  1999, David Tang CPA is the Chief Financial Officer.
Mr.  Tang,  formerly with Price Waterhouse, has implemented strategies to reduce
the  Company's  debt.  Additionally  he  will  be  implementing  international
reporting  procedures  to  provide  effective  financial  reporting  from  the
international  operating  divisions.

     Effective April 2nd 1999, Helen T. Rivilla is the Secretary of the Company.
She  is  an  international  attorney  practicing  law  both  in  the USA and the
Philippines.  She  is  well  versed  in  international  commerce.

     Effective  June  30th  1999,  Ambassador  Ramon  A.  Tirol  was appointed a
Director  of  the  Company.  He  is  an  attorney, and will focus on structuring
international  telecommunication  and  trade  agreements  in  the  Asian-Pacific
region.  He  is a former Philippine Ambassador to Brunei and a former Commercial
Attach  to  Bonn,  Germany.

     Effective  June  30, 1999, Roberto S. Sebastian B.Sc. is the Vice President
representing  the  Philippines, and a Director of the Company. He was Philippine
Ambassador  to the World Trade Organization, and former Secretary of Agriculture
of the Philippines, Chairman for the Area Development Project (GATT Legislation)
He  is  also  President of Marsman-Drysdale Estate Plantation Inc. He brings his
international  network  and marketing skills to the Company. He will oversee the
plantation development and international export operations of BHFC, now a wholly
owned  subsidiary  of  GTMI.


                                        8
<PAGE>
     Effective  April  2nd  1999,  YAM  (His  Royal  Highness) PG.ANAK HJ. ABDUL
WADOOD BOLKIAH BIN PLSCN PG ANAK ABDUL AZIZ, Prince Wadood Bolkiah is the eldest
nephew of the Sultan of Brunei, effective  is Vice President and Director of the
Company.  He  is  the Chairman of the Brunei National Broadcast Media, BK Vision
BSB  Broadcast Media; Sebkcomm Technology, Communication, in Brunei and Chairman
of  BK  Network  Advertising  Marketing  Promotions  BSB  Brunei.

     Effective  June, 30th 1999, Gen. Renato S. de Villa B.Sc., is a Director of
the Company Gen. De Villa, 4-Star General Chief of Staff and former Secretary of
Defense  in the  Philippines  is also  Chairman  of the Board of  Bentley  House
Furniture  Company,  He was a Presidential  candidate in 1998 and holds an MA in
Business Management and a Bachelor of Science in Economics.

     Joemari  D.  Gerochi, B.Sc. MBAEffective June 30th, 1999, is a Director of
the  Company. He was consultant to the World Bank on Agriculture and Philippines
GATT-UR  representative. He was Federal Undersecretary of Agriculture until 1998
and  holds  a  Bachelor  of  Science  in  Economics  and  a  Masters in Business
Administration.

     Paul Graham, Atlanta sales manager, he joined the Company in December 1996.
Prior  to  joining  the  Company,  he  built and operated The Racquetball Spa, a
premier multi-faceted fitness center and racquetball club in Connecticut. He was
for  three  years  national  sales director for Voyager Networks, Inc. where his
responsibilities  included  management  and  training of Company sales agents as
well  as the development of Company sales and marketing strategy. Mr. Graham has
been retained by the Company to specialize in marketing agreements and strategic
alliances.

EMPLOYEES
---------

     As  of  September  30th,  1999,  the  Company  had 247 full-time employees,
including  executive personnel and approximately 100 contractual employees.  See
"Business  -  Management Team" and "Management's Discussion and Analysis or Plan
of  Operation."

     The  Company intends to hire additional personnel as the development of the
Company's  business  and  additional  financing for operations makes such action
appropriate.  The  change  of  key  personnel  has  had no adverse effect on the
Company's  business.  The Company has retained qualified personnel knowledgeable
of  the  Company's  industry as consultants to re-build the telecom business and
such  personnel  have  agreed  to  become  full  time executive staff as soon as
revenues  permit.

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

     The  Company  intends 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.
The  Company  was  licensed  in  most  US  states  and its FCC International 214
authority  enables  the  Company to provide telecommunications services from the
United  States  to  termination  points  outside  the  country.


                                        9
<PAGE>
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  is
classified  by  the  FCC  as a non-dominant carrier, and therefore is subject to
minimal  federal  regulation.  The  FCC  generally  does  not  exercise  direct
oversight  over  cost  justification  and  the  level  of charges for service of
non-dominant  Carriers, such as the Company, although it has the statutory power
to  do so. Non-dominant carriers are required by statute to offer interstate and
international  services  under  rates,  terms  and  conditions  that  are  just,
reasonable and not unduly discriminatory. The FCC imposes only minimal reporting
requirements  on  non-dominant  carriers,  although  the  Company  is subject to
certain  reporting,  accounting  and  record  keeping  obligations.

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 following risk
factors,  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  DATA
-------------------

      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, the formation 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  has  been
pre-approved  for financing in the amount of $12.5 million. The amount comprises
a  mezzanine loan of $2.5 million with a long term loan of $10 million for hotel
and  housing construction.  In addition the Company is negotiating an additional
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.


                                       10
<PAGE>
     The  new  management  has  significantly   reduced  the  companies  current
liabilities  and has resolved 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 workout program with the IRS regarding the balance.

     The  new  management will engage in 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 is confident on obtaining adequate financing to fulfill
its development activities and achieving a level of international sales adequate
to  support  the  Company's  international  expansion.

     The  Company is working to obtain financing  which should enable it to make
a  successful  transition  to profitable operations.  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
carrier  is  now  less  dependent  on  financing  and  more reliant on the solid
platforms  of  joint ventures which the Company has entered into and hard assets
which  the  company  owns.

COMPETITION.
------------

     The telecommunications industry is characterized by strong competition from
companies  of  all  sizes  and  capacities  for  technological  and  marketing
innovation.  Most  of  the Company's competitors have more significant operating
histories,  larger  and  more  varied  customer bases, better known names in the
marketplace,  greater  technical  resources,  longer relationships with licensed
carriers and far better financial resources.  The Company has however identified
the  BIMP-EAGA  countries  of  Brunei,  Indonesia,  Philippines,  Malaysia  and
Australia  as  growth  areas which enjoy significantly higher calling costs. The
Company,  with  an  intimate knowledge of the marketplace can offer the public a
unique  combination  of  communications  services.  This  strategy  should allow
BentleyTel.com  to  succeed  at  providing  low-cost  telecommunications  to the
marketplace  while  providing  a  healthy  margin  for  the  Company.

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

     The core businesses which make up BHFC have been in existence for 45 years,
25  years  and  23  years, respectively, and 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 potential partner for
major  carriers. Through its subsidiary, BentleyTel.com, the Company has its own
hardware already deployed in the emerging East-Asian market including Australia.
See  "Business."

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

      The  Company  is  dependent  upon  the skills of its new management teams.
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 development 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."


                                       11
<PAGE>
     Limited  Public  Market  for  Common  stock.  There  is currently a limited
public  market  for  the  Common stock, due to a lack of awareness regarding the
significant  restructuring  of  the  Company.  In  that  regard  the Company has
retained  KCSA  Worldwide, with offices at 800 Second Avenue, New York to act in
the  areas  of  public  and  investor  relations  and  corporate  and  marketing
communications. The Company believes KCSA will provide superior public relations
and  marketing  support  needed  in  the development of a market for the sale of
common  stock.    Further, the market price for the common stock may continue to
be  volatile  depending  on  a  number  of  factors,  including  new  business
performance,  industry  dynamics,  news announcements, significant international
revenue,  commencement  of  housing construction and  changes or improvements in
the  general  economy.

     Disclosure  Relating to Low-priced  Stocks.  The Company's  common stock is
currently  listed  for  trading  in the  over-the-counter  market  on  the  NASD
Electronic  Bulletin which is generally  considered to be less efficient markets
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 by 1st quarter 2000.  The Company  qualifies in all areas
other than stock price.  The Company has  announced a reverse split of its stock
in order to qualify in this area.  The Company  believes  its  earnings  and new
business can support the stock following the reverse split.

     Certain  Registration  Rights.  The  Company  has  entered  into  various
agreements pursuant to which certain holders of the Company's outstanding common
stock  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  April 12, 1999, a total of 2,389,932 shares may
be  the  subject of future registration statements pursuant to the terms of such
agreements.  In  addition,  as  of April 12, 1999, there are warrants to acquire
7,025,767  shares  of  Common  stock  which may be exercised through January 31,
2000,  and  which  carry  certain  piggyback  registration  rights.  Any  such
registration  statement  may  have a material adverse effect on the market price
for  the  Company's  Common  stock  resulting  from the increased number of free
trading  shares  of  common  stock  in  the  market

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

     The Company has paid no dividends on its Common stock as of March 31, 1999.
The  Company  does  however  plan  to  pay  dividends on the Common stock in the
future.  The  Company  will  explore a plan to pay dividends as soon as a profit
benchmark  is  achieved  and  expansion  plans  permit.


                                       12
<PAGE>
     Shares  Eligible for Future Sale. The Company has announced a reverse split
of its shares subject to a shareholders meeting to be held in the 4th quarter of
1999. The exact level of reverse split is still the subject of evaluation. As of
April  12,  1999,  2,389,932  shares  may  be the subject of future registration
statements  pursuant  to the terms of certain agreements between the Company and
certain  of  its  stockholders. However, the Company believes a reverse split is
expected  to  stabilize the market and give the shares a better value and reduce
the  effect  of  shares  issued  pursuant  to  warrants  or  options.

     The Company also reserved 218 shares of series "A"  preferred  shares to be
issued to the  principals of CyberAir  Communications  Inc.,  Chairman,  Charles
Lewis  and  President  Robert   Dietreich.   The  shares  will  be  issued  upon
confirmation of the primary marketing  agreement and satisfactory  demonstration
of the CyberAir  technology.  Upon issuance,  these shares will be restricted as
CyberAir principals are considered affiliates

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

     The Company intends to apply for listing on a major exchange by 1st quarter
2000.


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  manufactures  and exports  high quality  hotel and
     resort furniture.

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 in operation  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.

ITEM  3.  LEGAL  PROCEEDINGS  as  at  9-30/99
---------------------------------------------

     Walsh  Litigation.  On  June  11,  1996,  a complaint was filed against the
     -----------------
Company by John Walsh, a former employee in the Superior Court of Fulton County,
Georgia  (Civil  Action  No.  E494660),  In  August 1999, the parties accepted a
settlement  of $305,000   $5,000 was paid in cash, $200,000 will be paid in cash
and  $100,000  in  stock  following  the  shareholders  meeting. Following final
payment  the  Company  will  recover  the  250,000  shares  held  in  escrow.


                                       13
<PAGE>
     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.

     Although the Company was  successful in reaching a compromise settlement of
this  action,  its inability to make payment of the settlement amount in January
1998  resulted  in  a  summary  judgment  against  the Company for $250,000. The
Company  has  entered  into  a  negotiated  cash  settlement  in  this  matter.

     RBB Bank-Khalifa Litigation.  On or about July 30 1996 and August 28, 1996,
     ---------------------------
the  Company  issued the aggregate par 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.

     Trident  Litigation.  On  October 8, l997, the Company filed a complaint in
     -------------------
the  Superior  Court  of Fulton County, State of Georgia (Civil Action #E-62102)
against  Trident  Communications  Corp.,  Wail  H. Alkhatib and Daniel G. Kuttab
(collectively,  "Trident")  alleging  breach of contract, both oral and written,
fraud,  unjust  enrichment, and detrimental reliance among its counts.   On June
9,  1999, the Company entered into a settlement agreement with Trident, pursuant
to  which,  Trident  has  paid $112,400.00, and 950,000 of Trident's shares were
recovered  by  the  Company
     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  entered  into dialogue with
Worldcom  and  both parties have agreed to postpone any legal action The Company
will  present  a  plan  to  pay-off  the  liability  by  purchasing national and
international  long-distance  from  WorldCom  at  favorable  rates.

     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
settled  the  matter  with the payment of $325,000 via a bank instrument, due on
December  31st  1999.

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  September  April  12th  1999,  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 April 12, 1999, there were
issued  and  outstanding 75,000,000 shares of common stock, options and warrants
to  purchase  7,025,767  shares  of common stock at prices ranging from $0.10 to
$2.50.


                                       14
<PAGE>
     The  Company's  common  stock  has  been  listed  for  trading  in  the
over-the-counter  Bulletin  Board ("OTCB") market since July, 1995 and is quoted
on the OTCB 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, 1999, was approximately 75,000,000.  The bid and
asked  sales  prices  of  the  common  stock,  as  traded in the OTCB market, on
September  30th  1999,  were  approximately $ 0.21 and $0.21  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

1st  Quarter  Ended  March  13,  1999
                            0.364          0.125          0.375          0.130

     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
an  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  upgraded  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  Regulation  SB.

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

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


                                       15
<PAGE>
OVERVIEW  OF  PRESENTATION.
---------------------------

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

     The Company, which was formed on December 31, 1984 has primarily engaged in
the  provision  of  telecommunications  services  to  individuals  and  small
businesses.  Such telecommunications services included, but were not limited to,
domestic  and  international  long  distance, prepaid calling cards, interactive
voice  mail  and  other  enhanced  voice  recognition services.  During 1998 the
Company  operated  two  separate,  but  related,  businesses:  (i)  the
telecommunications  business; (ii) the carrier sales business; In February 1998,
the  Company  suspended  operations  of  its  Vision  21, Inc. network marketing
subsidiary  and  the provision of telecommunications services to individuals and
small businesses as part of its restructuring to focus on its wholesale lines of
business.
     On October 1, 1996, at the point when the Company had become certified as a
carrier  in  a  number  of  jurisdictions,  the  Company entered into a 45-month
agreement  with  WilTel Communications, Inc. ("WilTel") pursuant to which WilTel
agreed  to provide the Company with certain telecommunications services.  WilTel
was  able  to  supply the Company with unlimited capacity to transmit calls both
domestically and overseas.  WilTel is one of the major long distance carriers in
the United States and was the principal provider to the Company of long distance
service.  In  August  1997, WilTel discontinued all services under its agreement

      WilTel  also  provided,  among  other  things,  transmission  services for
customers'  calls, that the customer initiates by transmitting calls through the
Company's  switches.  WilTel  also  provided special 800 access lines, dedicated
lines  for  high  volumes  of traffic and other services, which were designed to
permit  the  Company  to  package its services competitively in the market.  The
Company's minimum monthly commitment to WilTel of $250,000 started at the end of
June  1997;  however, the monthly minimums have not been asserted as an issue in
the  litigation  discussed  under  "Legal  Proceedings."

     As  of  November  15,  1996,  the Company acquired substantially all of the
assets  of  the  business  of  Finish  Line  Collectibles,  Inc. and two related
corporations  ("Finish  Line"),  pursuant  to  the  terms  of  an asset purchase
agreement  (the  "Finish Line Agreement").  The consideration was the assumption
by  a  wholly  owned  subsidiary of liabilities related to the business equal to
$694,000.

     The  Company  had  anticipated  that  the collectible calling cards sold by
Finish  Line  Collectibles,  Inc.  would feature the enhanced services available
through the Company's workhorse platforms.  In addition, the Finish Line product
line  was  to have offered an added collectible feature to the Enhanced Services
Program  of  Vision  21.  In  July  1997,  due to failure of Finish Line to meet
projected  revenue targets and the continuing losses associated with Finish Line
operations,  a  Chapter  11  bankruptcy  petition  was  filed  by  the Company's
wholly-owned  subsidiary and all operations were discontinued.  During 1997, the
Company  recorded  losses  of  approximately  $523,000 related to this business.


                                       16
<PAGE>
     As of January 2, 1997, the Company acquired substantially all of the assets
and  assumed  certain  liabilities  related  to  the  Internet  service provider
business  of Log On America, Inc. ("LOA"). The consideration for the acquisition
was  assumption  of liabilities of approximately $241,000. In the fourth quarter
of  1997,  the  Company  determined that it did not have sufficient resources to
finance  LOA's expansion costs, and elected to sell all of the stock of LOA to a
group  led  by  LOA  management.  In  a  transaction  closed in January 1998 the
Company  received  as  consideration  a  twelve-month  interest-bearing note for
$100,000  and  a full release and indemnification from all future liabilities of
LOA.  The  Company  recorded a gain of approximately $246,000 on the disposal of
this  business.

     The  Company  is  also  the sole shareholder of Vision 21 Travel Pros, Inc.
("Travel  Pros"),  incorporated in July 1997. Vision 21 marketed the services of
Travel  Pros  which  offered  group  tour, cruise and corporate incentive travel
packages.  Travel  Pros  also  marketed  its  services directly to corporations,
trade  associations  and  similar entities.  The Company suspended operations of
Vision  21  Travel  Pros,  Inc.  in late 1998. New management does not intend to
infuse  any  capital  into  this  non-performing  entity.

     The  Company  was  a sole shareholder of  Vision 21, a stand-alone business
and  the primary means by which the Company marketed telecommunications products
to  the  retail marketplace.  In addition to communications products, the Vision
21  business consisted of a network of independent distributors ("Distributors")
who market telecommunications services and products, at arms length developed by
the  Company  and  other third parties. New management does not intend to infuse
any  capital  into  this  non-performing  entity.

     After a period of test marketing in 1995 and 1996, the Company based on the
marketplace's  response, believed that it had successfully refined the business,
especially  the  compensation plan, for nationwide launching.  However, revenues
for  the  fourth  quarter 1997 and first quarter of 1998 were minimal due to the
continuing  problems  with  the  Company's  telecommunications  network
infrastructure,  the  inability  of the IEX switches to deliver planned services
and  Vision  21's  lack  of  sufficient  capital  to promote the travel services
business.  As  part  of  its restructuring and down-sizing strategy, in February
1998  the  Company  decided  not  to continue its operations with Vision 21, and
decided  to concentrate on its integrated wholesale lines of business. Vision 21
has  been  inoperative  since  that  time.

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

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

      Since  the  share  exchange  with BHFC, the Company has been successful at
obtaining  capital  through  fully  paid  private  placements  in  the amount of
$170,000,  and  director's  loan of $124,000.  Directors are preparing to infuse
another  $500,000  -  $1 million to assist the company in interim restructuring.
The  Company  has  received a pre-approval for a long-term loan in the amount of
$12.5  million  from New York finance brokers, United Institutional Investments.
The  loan consists of a $2.5 million mezzanine loan to be used to further reduce
the  existing  debt  and  $10  million  in  construction  loans  for the housing
projects.


                                       17
<PAGE>
     The  Company  has  approved a term sheet in New York with The Malachi Group
(NASD  & NYSE) for the placement of a 2 year $5 million convertible debenture at
US$10.00  per  share.  This  debenture  is  redeemable  by the Company at 115% .

     As  part  of  the  restructuring, the Company acquired a Nevada corporation
called  BentleyTel.com,  Inc.  BentleyTel  will assume the further financing for
the  development  of UltraPulse and other technologies. The Company will own the
majority  of  the shares of BentleyTel.com, and additional BentleyTel.com shares
will  be  exchanged  for 100% of the shares of Octa4 Pty. Ltd. 3G Communications
Inc. and DynaSem Communications Sdn. Bhd. This group of companies are engaged in
providing and developing Internet services, voice over the Internet, e-commerce,
secured  funds  transfer,  long-distance  and  international  long distance, and
technology  training  and  support.

     BentleyTel.com's  management  has  approved  a  share exchange with NextGen
Telcom.  NextGen  is  a high tech marketing company which  focuses  on  building
distribution systems for companies involved in domestic and  international  long
distance,  prepaid phone cards, Internet access  and  website  design.  Upon the
successful completion of the share exchange, NextGen will draw on its  expertise
in telecommunications marketing to  establish  and  implement  an  international
distribution  network  which will feature BentleyTel.com products and  services.

     BentleyTel.com will have National and International phone cards and related
products  available  for sale to the public in the 4th quarter 1999. These cards
will  also be available in the BIMP-EAGA countries in early 2000.     Additional
financing  is  being  sought  to  finance  the  telecommunication operations and
related  services as well as the operations in  hotels, furniture and government
housing  construction.

     The  Company  has  resolved  most  of  its  litigation and hopes to able to
resolve  the  remaining  litigation  within 180 days.  The Company will generate
revenue in the fourth quarter of 1999 and future years. The income and resulting
profits  are  dependent  the  Company's  ability to manage its core construction
businesses, and its telecommunication divisions. The strategy of the Company was
to  develop  a  strategic  alliance  with  various  technology companies through
mergers  and  acquisitions.  Acquisitions  were  made  of  companies  possessing
substantial  market  share in their industries and technological advantages. The
current  management  of  BHFC  have been in the same business for over 18 years.


YEAR  2000  COMPLIANCE.
-----------------------

     The  Company's  administrative  operations have been reviewed for Year 2000
Compliance. All divisions of the Company are Year 2000 compliant. Some remaining
operations,  such as non-essential personal computers and non-financial software
products,  can be easily upgraded at nominal cost and inconvenience. The Company
has  consulted  an  external  consultant  with respect to the Company's internal
accounting software system, and has purchased new equipment to ensure it is Year
2000  compliant.

     The  following  discussion  reflects the financial condition and results of
operations  of  the  Company  for  the  years  ended December 31, 1998 and 1997.
Because  of  these material changes to the Company and new management these past
results  are  not  indicative  of  future  performance.


                                       18
<PAGE>
     RESULTS  OF  OPERATIONS  FOR  PERIOD  ENDED  DECEMBER  31  1998  AND  1997.

     The Company's revenues decreased from $ 11,674,739 in 1997 to $0 in 1998, a
decrease  of  100%.  This decrease in sales was largely attributable to the lack
of revenues associated with the Company's canceled prepaid calling card contract
with  Trident  Communications  Corp.,  which,  in  turn,  led  to litigation and
substantial  increases  in  the  reserve  for  bad  debts.

     During  1998,  as  compared  with 1997, the cost of services sold decreased
from  $12,649,083 to $2,034,495, and the Company's operating loss decreased from
$18,097,395  to  $8,158,059.  The decrease in cost of services was due primarily
to  the  loss  of revenue from the Trident Communications Corp. contract and the
inability  of  the  Company  to act as a licensed telecommunications carrier for
certain  other  contracts.  In  addition,  the  various  costs  associated  with
developing  the  portfolio  of  services  for the Vision 21 business resulted in
additional  losses.

     During  May  1997,  the Company began to recognize revenues associated with
the  testing  and  ramp-up  phases  of  a  significant contract which called for
monthly  minimum  revenues  of  $10  million  at  full  capacity.  That contract
accounted for over 90% of the Company's third quarter 1997 revenues and over 75%
of 1997 annual revenues.  As of September 30, 1997, the Company has canceled the
contract  due to the customer's failure to pay amounts owed.  See Item 3 - Legal
Proceedings.

     Selling,  general  and  administrative  expenses decreased to $4,336,139 in
1998  as  compared  to  $15,470,878.  The decrease during 1998 was primarily the
result of decreased levels of operations in the wholesale carrier business,  the
suspension  of  operations  of  the  Company's  Vision  21,  Inc, as well as the
suspension  of  the  initial  phase of the Company's enhanced services platform.
The  Company  incurred  additional  legal and professional fees of approximately
$460,000  during  1998.

     Interest  expense for 1998 was $2,409,825 as compared to $525,847 for 1997.
This increase relates directly to interest paid on debt financing and write-offs
of  prepaid  debt  financing costs obtained during 1997 and 1998. As a result of
the  Company's  cumulative operating losses, the Company has not paid income tax
since inception.  In addition, the Company is approximately five quarters behind
on  federal  and  state  payroll  taxes, however, $300,000 has been paid towards
unpaid  withholding  taxes.  The  Company  is  negotiating  with the IRS for the
payment  of  the  balance of approximately $300,000 in installments. Discussions
are  currently  underway  with  the applicable federal and state agencies to pay
these balances off.  As of December 31, 1998, the Company had net operating loss
carry  forward  totaling  approximately  $40,720,000.

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

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

     The  Company  has  historically financed its operations principally through
the  sale  of equity and debt securities and through funds provided by operating
activities.  The  Company  believes  that  other  than  existing  financing from
long-term  loans  and  redeemable  convertible  notes,  the  income  from  core
businesses  will  be  sufficient to finance the expansion and development of the
Company.

     As  of  December  31,  1998,  the  Company  had  notes and interest payable
totaling  $ 8,781,218,  accrued  but  unpaid  expenses  totaling $1,236,621, and
current  accounts  payable  totaling  $14,029,302.

     The Company's total assets have been increased to $300,128 as at 12/31/1998
As  of  March  31,  1999,  the  Company's  negative  cash flow was approximately
$150,000  per  month.  New  management  has significantly reduced that figure to
less  than  $50,000  per  month  by  the  resignation of the former management ,
employing consultants and moving the Company to a more efficient headquarters in
MacArthur  Court, Newport Beach. The Company expects to have sufficient finances
to operate and  grow  the  business.  Company  policy  dictates that it receives
a letter of credit from all contracts undertaken by the construction  divisions.


                                       19
<PAGE>
     ITEM  7.  FINANCIAL  STATEMENTS.
     --------------------------------

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


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

     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
next annual meeting of the stockholders of the Company or 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

<TABLE>
<CAPTION>
Name                                                  Position                      Age
---------------------------------  -----------------------------------------------  ---
<S>                                <C>                                              <C>
Jonathon Bentley-Stevens           Chairman of the Board                             45
                                   Director, Chief Executive
                                   Officer and President

Regina S. Peralta                  Executive  Vice President                         39
                                   and Director

YAM (his royal highness) PG.ANAK   Vice President, Director                          30
                                   HJ. ABDUL WADOOD BOLKIAH BIN
                                   PLSCN PG ANAK ABDUL AZIZ, Prince Wadood Bolkiah

David Tang, CPA                    Chief Financial Officer                           39

Rene Fruto                         Chief Operating Officer                           52

Ambassador Ramon A. Tirol,         Director                                          70

Roberto S. Sebastian B.Sc. MBA,    Director                                          53

Gen. Renato S. de Villa B.Sc. MBA  Director                                          55

Joemari D. Gerochi, B.Sc. MBA.     Director                                          48
</TABLE>

     Compliance  with  Section  16  of  the Securities Exchange Act of 1934 (the
"Exchange  Act").  Section  16(a)  of  the  Exchange  Act requires the Company's
directors  and executive officers and beneficial holders of more than 10% of the
Company's  Common stock to file with the Commission initial reports of ownership
and  reports of changes in ownership and reports of changes in ownership of such
equity  securities of the Company.  Based solely upon a review of such forms, or
on  written representations from certain reporting persons that no other reports
were  required  for such persons, except for those reports discussed in the next
paragraph,  the  Company  believes that all reports required pursuant to Section
16(a)  with  respect  to  its  executive  officers, directors and 10% beneficial
stockholders  for  the  ended  December  31,  1998  were  timely  filed.


                                       20
<PAGE>
     CIBC  and  Khalifa  have  filed Form 13D in respect of their acquisition of
certain  3%  debentures  issued by the Company, but the Company has not received
copies  of  any filings by CIBC, Khalifa or RBB Bank of any filings which may be
required  under  Section  16  of  the  Exchange  Act.  See  "Legal Proceedings."

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

     Effective January 27, 1997, the Company entered into a revised and restated
employment  agreement  with  McClain,  as  the  Chief  Executive  Officer of the
Company,  the  terms  of  which  are as follows:  (a) the term of the employment
agreement  is  ten  years  from  the effective date, which term is automatically
renewed  by  one month at the end of each month; (b) the base salary is $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) non-qualified options to acquire up to 1,600,000 shares
of  the  Company's Common     stock at an exercise price of $0.41 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,  change in control (25%) 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 do 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 of the Company or of the sale of all or
substantially  all  of  the  Company's  assets,  PURSUANT  TO THE RESIGNATION OF
RODERICK  MCCLAIN  ON  MARCH  31ST 1999, THE BOARD OF DIRECTORS HAS CANCELED ALL
NON-EXERCISED  OPTIONS.

     The  Company  entered  into  an employment agreement with Herbert S. Perman
("Perman"),  dated October 1, 1995, amended February 1, 1996 and amended October
22, 1998.  Pursuant to the Perman Agreement, which expires on December 31, 2002,
Perman  was employed as the Company's Chief Financial Officer and is compensated
with  an annual salary, as of October 22, 1998, of $115,000, a one-time grant of
150,000  shares of the Company's Common stock and a one-time grant of options to
acquire  50,000  shares  of  the  Company's Common stock at an exercise price of
$1.00  per  share.  Mr.  Perman's options for the 50,000 shares expired in 1997.
In  addition,  Mr.  Perman  shares  in the Company's Executive Stock Bonus Plan,
which provides for the issuance of shares of Common stock upon increase of gross
monthly  revenues  over  a  base  of  $450,000.  On  March 3, 1998, the Board of
Directors  granted Mr. Perman options to acquire 350,000 at an exercise price of
$0.10  per  share.  PURSUANT  TO  THE  RESIGNATION  OF  HERB PERMAN THE BOARD OF
DIRECTORS  HAS  CANCELED  ALL  NON-EXERCISED  OPTIONS.


                                       21
<PAGE>
     The  Company  entered  into  an employment agreement with Geoffrey McClain,
dated  May  25,  1995,  amended  February  1, 1996, amended February 1, 1997 and
October  22,  1998.  Pursuant  to  the Geoffrey McClain Agreement, which expires
December  31,  2002.  Geoffrey  McClain  was  employed  as  the Company's Senior
vice-president and is compensated with an annual salary, as of February 1, 1997,
of  $98,000.  In  addition,  Geoffrey  McClain shares in the Company's Executive
Stock Bonus Plan, which provides for the issuance of shares of Common stock upon
increase  of  gross  monthly revenues over a base of $450,000. On March 3, 1998,
the Board of Directors granted Geoffrey McClain options to acquire 750,000 at an
exercise  price  of  $0.10  per  share.  PURSUANT TO THE RESIGNATION OF GEOFFREY
MCCLAIN  THE  BOARD  OF  DIRECTORS  HAS  CANCELED  ALL  NON-EXERCISED  OPTIONS.

PURSUANT  TO  THE  RESIGNATION  OF  RODERICK MCCLAIN, GEOFFREY MCCLAIN AND  HERB
PERMAN  ON  MARCH  31ST  1999,  ALL  EMPLOYMENT  AGREEMENTS  WERE CANCELED WHICH
INCLUDED  BONUSES  AND  BENEFITS.

SUMMARY  COMPENSATION  TABLE.
----------------------------

     The  following table sets forth certain information concerning compensation
of  certain  of  the Company's 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,  1998  and  1997:

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE
                                            --------------------------


(a)                              (b)     (c)      (d)      (e)         (f)          (g)        (h)        (I)
Name and                                                  Other    Restricted   Securities     LTIP    All Other
Principal                       Year    Salary   Bonus   Compen-     Awards      Options/    Payouts    Compen-
Position                                 ($)      ($)     sation       ($)       SARs (#)      ($)     sation($)
<S>                             <C>    <C>       <C>     <C>       <C>          <C>          <C>       <C>

Jonathon Bentley-Stevens         1999         0       0         0            0            0         0           0
CEO (Paid by BHFC Philippines)
Roderick A. McClain              1998   151,250       0         0            0            0         0           0
CEO
Roderick A. McClain              1997   137,000       0         0            0            0         0           0
CEO
</TABLE>

OPTION/SAR  GRANTS  TABLE  DURING  LAST  FISCAL  YEAR.
-----------------------------------------------------

     No  options  or  SARs  were  granted  to  the  named  executives  in  1998.

OPTION  REPRICINGS  (now  canceled)
-----------------------------------

     The  following  table  sets  forth  certain information with respect to the
repricing  during  1997  of  stock  options  previously  granted  to  the  named
Executives:

<TABLE>
<CAPTION>
                                                                                                     Length of
                              Securities             Market Price                                   Option Term
                      Underlying Number of Stock    Exercise Price                                  Remaining on
                            of Options/SARs           at Time of       at Time of         New         Date of
                              Repriced or            Repricing or     Repricing or     Exercise     Repricing or
Name           Date           Amended (#)           Amendment ($)    Amendment ($)     Price ($)     Amendment
<S>           <C>     <C>                          <C>               <C>             <C>            <C>
R.A. McClain  3/3/98                    1,600,000  $          0.075  $         0.41  $        0.10       8 years
</TABLE>


                                       22
<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

     As  of  April  12,  1999, the Company had issued and outstanding 75,000,000
Shares  of  Common  stock.  The  following table reflects, as of April 12, 1999,
the  beneficial  Common  stock ownership of:  (a) each director of the  Company,
(b)  each  current  executive officer named in the summary compensation table in
this  Form 10-KSB, (c) each person known by the Company to be a beneficial owner
of  five  percent  (5%)  or  more of its Common     stock, and (d) all executive
officers  and  directors  of  the  Company  as  a  group:

Name  and Address of Beneficial Owner          Number of Shares          Percent
-------------------------------------          ----------------          -------
Roderick  A.  McClain  1,2                            2,690,568             3.59
Allyson  Rodriguez  1,2                               2,690,568             3.59
Geoffrey  F.  McClain  1,5                            1,030,820             1.37
Herbert  S.  Perman  1,6                                500,000             0.67
Bentley  House  Furniture Company, Inc.              29,595,139            39.46
RBB  Bank  Aktiengesellschaft  3                     10,543,210            14.06
All  Directors  and  Officers  as  a  Group 4         4,221,388             5.63

#    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 4674 MacArthur  Court,  Suite 420,  Newport Beach,  CA.
     92660.
(2)  Mr.  Roderick  McClain and Ms.  Rodriguez  are  husband and wife.  Includes
     spouse's shares (1,090,568)
(3)  Includes  up to  10,543,210  shares of  Common  stock  which  under a joint
     agreement  can not be  converted  after the  Shareholders  meeting and then
     partial conversion or cash payment every 45 days over a period of 6 months.
     The  address  for RBB Bank  Aktiengesellschaft  provided  to the Company is
     Burgring 16, 8010 Groz, Austria.  See "Legal Proceedings - RBB Bank-Khalifa
     Litigation."
(4)  INCLUDES 1,521,388 SHARES OF COMMON STOCK.
(5)  Includes  options to acquire  750,000  shares of Common  stock  pursuant to
     Board of Directors action on March 3, 1998
(6)  Includes  options to acquire  350,000  shares of Common  stock  pursuant to
     Board of Directors action on March 3, 1998

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

     On  January 30, 1996, the Company issued 200,000 shares of its Common stock
to  Roderick  McClain,  purportedly  pursuant to a "change in control" provision
contained  in  Roderick  McClain's employment agreement, dated May 15, 1995.  On
October  7,  1996,  the  disinterested  members of the Board of Directors of the
Company  determined that such shares had been improperly issued, and such shares
were  canceled  as  of  the  date  of  purported  issuance.


                                       23
<PAGE>
     The  Company,  through  an  affiliate  of  which  the  Company  is the 100%
beneficial  owner,  previously  owned a building located at 1121 Alderman Drive,
Alpharetta,  Georgia  30202,  which  space  served as the Company's headquarters
through  March 1998.  In connection with obtaining financing for the purchase of
the  building, the Company formed a Georgia limited liability Company ("LLC") to
take  title  to  the  building.  In  order  to meet a requirement of the limited
liability Company statute, each of three individuals, including Roderick McClain
and Geoffrey McClain, took title to 25% of the stock of the LLC.  All such stock
is  held  in trust for the benefit of the Company, and all equitable interest in
the  LLC,  including the rights to current profits and proceeds from the sale of
assets,  belongs to the Company.  As part of the Company's restructuring efforts
and downsizing, the Company no longer needed the amount of office space provided
at  1121  Alderman  Drive.  To  the  satisfaction  of  all  parties, the Company
surrendered  its  equity  interest  in  the  building  to the mortgage holder in
exchange  for  a  release  from  certain  building  improvement  liabilities,  a
three-month  period  of  free  rent  and the cancellation of the Company's lease
liability.

     On December 31, 1997, open account advances made by the Company to Roderick
McClain  totaled  $226,386Effective  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 being submitted with
this filing. Company will also include submission of Management's discussion and
analysis  or  plan  of  operation

B.   Reports  on  Form  8-K

     None

C.   Other  Exhibits

23   Consent of Tauber & Balser, P.C.

27   Financial  Data  Schedule.

     As  attached

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.


                                       24
<PAGE>
     Certain  documents  listed  above as exhibits to this Report on Form 10-KSB
are  incorporated  by  reference  from  other  documents previously filed by the
Company  with  the  Commission  as  follows:

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

     1.  Quarterly Reports on Form 10-QSB              10.2
         for the quarters ended March 31, 1998,
         June 30, 1998, and September 30, 1998

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


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:  November 17,  1999              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:  November  9,  1999         By:  /s/  Jonathon Bentley-Stevens
                                        -----------------------------
                                             Jonathon Bentley-Stevens
                                             President/Chief  Executive  Officer
                                               Director


Dated:  November  9,  1999         By:  /s/  David  Tang  CPA
                                        ---------------------
                                             David  Tang
                                             Chief  Financial  Officer


                                       25
<PAGE>












                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1998 AND 1997


<PAGE>
<TABLE>
<CAPTION>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS


                                                  Pages
                                                  -----
<S>                                               <C>
Independent Auditors' Report . . . . . . . . . .    F-1

Consolidated Balance Sheets. . . . . . . . . . .    F-2

Consolidated Statements of Operations. . . . . .    F-3

Consolidated Statements of Stockholders' Deficit    F-4

Consolidated Statements of Cash Flows. . . . . .    F-5

Notes to Consolidated Financial Statements . . .    F-7
</TABLE>


<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To  the  Board  of  Directors
Global  Telemedia  International,  Inc.
Atlanta,  Georgia

We have audited the accompanying consolidated balance sheets of Global Telemedia
International,  Inc.  and subsidiaries as of December 31, 1998 and 1997, and the
related  consolidated  statements  of operations, stockholders' deficit and cash
flows for the years then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects, the financial position of Global Telemedia
International,  Inc.  and subsidiaries as of December 31, 1998 and 1997, and the
results  of  their  operations  and their cash flows for the years then ended in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  As discussed in Note 10 to
the  consolidated  financial  statements,  the  Company's  recurring losses from
operations,  limited  capital  resources, and litigation raise substantial doubt
about  its  ability  to continue as a going concern.  The consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


/s/ Tauber  &  Balser,  P.C.
Atlanta,  Georgia
August  5,  1999


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                           GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                     AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 1998 AND 1997


                             ASSETS
                                                                 1998           1997
                                                             -------------  -------------
<S>                                                          <C>            <C>
CURRENT ASSETS
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $      5,189   $          -
  Accounts receivable . . . . . . . . . . . . . . . . . . .       112,400              -
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . .       150,000              -
                                                             -------------  -------------

    TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . .       267,589              -

PROPERTY & EQUIPMENT, net of accumulated
  depreciation of $41,130 and $26,357 in 1998 and 1997,
  respectively. . . . . . . . . . . . . . . . . . . . . . .        32,539         47,312
                                                             -------------  -------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . .  $    300,128   $     47,312
                                                             =============  =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Bank overdraft. . . . . . . . . . . . . . . . . . . . . .  $          -   $     48,730
  Accounts payable. . . . . . . . . . . . . . . . . . . . .    14,029,302     11,358,907
  Accrued interest. . . . . . . . . . . . . . . . . . . . .     2,680,718        339,819
  Other accrued expenses. . . . . . . . . . . . . . . . . .     1,236,621      1,624,285
  Notes payable . . . . . . . . . . . . . . . . . . . . . .     6,100,500      6,473,878
                                                             -------------  -------------

    TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . .    24,047,141     19,845,619
                                                             -------------  -------------

STOCKHOLDERS' DEFICIT
  Common stock, $.004 par value; authorized 75,000,000
    shares; 41,732,240 and 22,170,700 shares issued and
    outstanding in 1998 and 1997, respectively. . . . . . .       166,929         88,666
  Additional paid-in capital. . . . . . . . . . . . . . . .     8,678,151      4,857,061
  Note receivable from stock sale . . . . . . . . . . . . .             -       (310,000)
  Accumulated deficit since October 1, 1995, in addition to
    $13,188,000 eliminated in quasi-reorganization. . . . .   (32,592,093)   (24,434,034)
                                                             -------------  -------------

    TOTAL STOCKHOLDERS' DEFICIT . . . . . . . . . . . . . .   (23,747,013)   (19,798,307)
                                                             -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT . . . . . . . .  $    300,128   $     47,312
                                                             =============  =============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                               GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                                         AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                          FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997



                                                                         Additional    Stockholder                      Total
                                                     Common Stock          Paid-in        Note        Accumulated    Stockholders'
                                                 ----------  ----------
                                                   Shares    Par Value     Capital     Receivable       Deficit        Deficit
                                                 ----------  ----------  -----------  -------------  -------------  --------------
<S>                                              <C>         <C>         <C>          <C>            <C>            <C>
BALANCE, DECEMBER 31, 1996. . . . . . . . . . .  16,242,386  $   64,953  $ 1,971,700  $          -   $ (6,336,639)  $  (4,299,986)

Note receivable from sale of stock. . . . . . .           -           -            -      (310,000)             -        (310,000)
Sale of stock . . . . . . . . . . . . . . . . .   1,010,000       4,040      375,960             -              -         380,000
Shares issued to consultants. . . . . . . . . .   1,215,895       4,864      641,529             -              -         646,393
Shares issued to employees for compensation . .     135,550         542        6,235             -              -           6,777
Exercise of warrants. . . . . . . . . . . . . .   2,200,000       8,800      935,210             -              -         944,000
Conversion of notes payable . . . . . . . . . .   1,366,869       5,467      926,427             -              -         931,894
Net loss. . . . . . . . . . . . . . . . . . . .           -           -            -             -    (18,097,395)    (18,097,395)
                                                 ----------  ----------  -----------  -------------  -------------  --------------

BALANCE, DECEMBER 31, 1997. . . . . . . . . . .  22,170,700      88,666    4,857,061      (310,000)   (24,434,034)    (19,798,307)

Write-off of note receivable from sale of stock           -           -            -       310,000              -         310,000
Sale of stock . . . . . . . . . . . . . . . . .   6,444,987      25,797      432,942             -              -         458,739
Shares issued to consultants. . . . . . . . . .     205,000         820       52,280             -              -          53,100
Shares issued to employees for compensation . .     210,000         840      133,360             -              -         134,200
Exercise of warrants. . . . . . . . . . . . . .   3,121,544      12,486      395,441             -              -         407,927

Shares issued to consultants upon exercise
   of warrants. . . . . . . . . . . . . . . . .   6,139,190      24,557    1,569,747             -              -       1,594,304
Conversion of notes payable . . . . . . . . . .   3,440,819      13,763    1,237,320             -              -       1,251,083
Net loss. . . . . . . . . . . . . . . . . . . .           -           -            -             -     (8,158,059)     (8,158,059)
                                                 ----------  ----------  -----------  -------------  -------------  --------------

BALANCE, DECEMBER 31, 1998. . . . . . . . . . .  41,732,240  $  166,929  $ 8,678,151  $          -   $(32,592,093)  $ (23,747,013)
                                                 ==========  ==========  ===========  =============  =============  ==============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                       GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                 AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


                                                           1998          1997
                                                       ------------  -------------
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss. . . . . . . . . . . . . . . . . . . . . .  $(8,158,059)  $(18,097,395)
                                                       ------------  -------------
  Adjustments:
    Depreciation and amortization:
      Depreciation. . . . . . . . . . . . . . . . . .       14,773        510,947
      Amortization of discount on notes payable . . .      570,455        815,667
      Write off of goodwill . . . . . . . . . . . . .            -        241,122
    Bad debts . . . . . . . . . . . . . . . . . . . .      395,933      7,309,917
    Stock issued for services . . . . . . . . . . . .    1,781,604        653,170
    Gain on sale of intangible asset. . . . . . . . .     (500,000)             -
    Loss (gain) on disposal of building and equipment      (10,000)     1,126,326
    Gain on disposal of subsidiary. . . . . . . . . .            -       (246,035)
    Changes in:
      Accounts receivable . . . . . . . . . . . . . .     (198,333)    (7,131,591)
      Inventory . . . . . . . . . . . . . . . . . . .            -        479,322
      Other current assets. . . . . . . . . . . . . .     (150,000)       150,317
      Accounts payable. . . . . . . . . . . . . . . .    2,670,395     10,518,476
      Accrued interest. . . . . . . . . . . . . . . .    2,340,899        170,301
      Other accrued expenses. . . . . . . . . . . . .     (319,914)       879,214
                                                       ------------  -------------
        Total Adjustments . . . . . . . . . . . . . .    6,595,812     15,477,153
                                                       ------------  -------------
NET CASH USED BY OPERATING ACTIVITIES . . . . . . . .   (1,562,247)    (2,620,242)
                                                       ------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment . . . . . . .            -        (77,872)
  Return of deposit for purchase of equipment . . . .            -        650,000
  Proceeds from sale of intangible asset. . . . . . .      500,000              -
  Proceeds from sale of equipment . . . . . . . . . .       10,000         20,283
                                                       ------------  -------------
NET CASH PROVIDED BY INVESTING ACTIVITIES . . . . . .      510,000        592,411
                                                       ------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Borrowings on notes payable . . . . . . . . . . . .      239,500        782,432
  Proceeds from issuance of common stock. . . . . . .      866,666      1,394,980
  Payments on notes payable . . . . . . . . . . . . .            -       (219,351)
  Decrease in bank overdraft. . . . . . . . . . . . .      (48,730)             -
                                                       ------------  -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . .    1,057,436      1,958,061
                                                       ------------  -------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . .        5,189        (69,770)

CASH, BEGINNING OF YEAR . . . . . . . . . . . . . . .            -         69,770
                                                       ------------  -------------

CASH, END OF YEAR . . . . . . . . . . . . . . . . . .  $     5,189   $          -
                                                       ============  =============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                        GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                  AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


                                                               1998         1997
                                                            ----------  ------------
<S>                                                         <C>         <C>
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
  Cash paid for interest . . . . . . . . . . . . . . . . .  $    1,176  $     7,823
                                                            ==========  ============

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES

Details of acquisition:
  Fair value of assets acquired. . . . . . . . . . . . . .  $        -  $    92,186
  Goodwill established . . . . . . . . . . . . . . . . . .  $        -  $   149,182
  Liabilities assumed. . . . . . . . . . . . . . . . . . .  $        -  $   241,368

Details of disposal:
  Goodwill written off . . . . . . . . . . . . . . . . . .  $        -  $   241,122
  Net liabilities written off. . . . . . . . . . . . . . .  $        -  $   241,122

Conversion of notes payable for common stock . . . . . . .  $1,251,083  $   931,894

Issuance of common stock for note receivable . . . . . . .  $        -  $   335,000

Acquisition of equipment for common stock. . . . . . . . .  $        -  $   840,000
Return of equipment and common stock issued on acquisition           -     (840,000)
                                                            ----------  ------------
                                                            $        -  $         -
                                                            ==========  ============

Acquisition of equipment through assumption of liabilities  $        -  $ 1,077,000
Return of equipment for liabilities owed . . . . . . . . .           -   (1,077,000)
                                                            ----------  ------------
                                                            $        -  $         -
                                                            ==========  ============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-5
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

NATURE  OF  BUSINESS

The  Company  has  been  engaged in the marketing of long distance telephone and
related  services  to  individuals  and  other  customers  throughout the United
States.  Due  to  a change in business focus and a lack of sufficient capital to
implement  its  business plan, the Company generated no revenues during 1998 and
there can be no assurance that the Company will continue as a going concern (see
Note  10).  In March 1999, the Company acquired Bentley House Furniture Company,
Inc.  (see  Note 11).  Through this acquisition, the Company's business focus is
to  raise additional capital through financing and private placements to develop
business  opportunities  in  telecommunications,  agriculture,  mining,  timber
export,  and  furniture  manufacturing to markets in the United States and Asia.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries.  Significant  intercompany  accounts  and
transactions  have  been  eliminated  in  consolidation.

CONCENTRATION  OF  CREDIT  RISK

Financial  instruments which potentially subject the Company to concentration of
credit  risk  consist  of  accounts  receivable,  which  are  uncollateralized.

PROPERTY  AND  EQUIPMENT

Property  and  equipment  are  recorded  at  cost,  and  depreciated  using  the
straight-line  method  over  the  estimated  useful  lives  of  the  assets.

GOODWILL

The  Company  classified as goodwill the cost in excess of fair value of the net
identifiable  assets  acquired  from  the  Collectible Calling Card Business and
Internet  Access  acquisitions.  The  unamortized  goodwill  related  to  these
entities  was  written  off  upon  their  disposal  in  1997.

STOCK-BASED  COMPENSATION

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


                                      F-6
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

USE  OF  ESTIMATES

The  preparation  of  consolidated  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that effect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual results may differ from these estimates.  Significant
estimates  in  the  financial statements include the assumption the Company will
continue  as  a  going  concern.  This assumption could change in the near term.

NET  LOSS  PER  SHARE

Net  loss  per  share  is  based on the weighted average number of common shares
outstanding  during each period.  Dilutive potential common shares include stock
options  and  warrants  and  convertible  debentures.  For  1998 and 1997, these
shares were not considered in the calculation of net loss per share as they were
anti-dilutive.

RECLASSIFICATIONS

Certain  reclassifications  have  been  made  to the 1997 consolidated financial
statements to conform to the 1998 consolidated financial statement presentation.


2.  PROPERTY  AND  EQUIPMENT

Property and equipment consisted of the following at December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                1998     1997
                               -------  -------
<S>                            <C>      <C>
Equipment . . . . . . . . . .  $63,669  $63,669
Furniture and fixtures. . . .   10,000   10,000
                               -------  -------
                                73,669   73,669
Less accumulated depreciation   41,130   26,357
                               -------  -------
                               $32,539  $47,312
                               =======  =======
</TABLE>

Depreciation  expense for the years ended December 31, 1998 and 1997 was $14,773
and  $162,335,  respectively.


                                      F-7
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


3.  NOTES  PAYABLE  AND  LITIGATION

Notes  payable  consisted  of  the  following  at  December  31,  1998 and 1997:

<TABLE>
<CAPTION>
                                                                     1998        1997
                                                                  ----------  ----------
<S>                                                               <C>         <C>
  Various demand notes, interest rate 0% - 18% . . . . . . . . .  $  669,500  $  645,000
  3% convertible debentures. . . . . . . . . . . . . . . . . . .   5,266,000   5,828,878
  9% note payable to a corporation, due April 1999, in default,
    convertible into shares of the Company's common
    stock in accordance with the note provisions, secured
    by a security interest in a prepaid expense of the
    Company and personally guaranteed by the President/
    CEO of the Company . . . . . . . . . . . . . . . . . . . . .     165,000           -
                                                                  ----------  ----------
                                                                  $6,100,500  $6,473,878
                                                                  ==========  ==========
</TABLE>

During  April  1996,  the  Company sold $250,000 of various floating rate notes.
These  notes  are payable on demand and were in default at December 31, 1998 and
1997.

In  November  1997,  the Company entered into a note payable to a corporation in
the  amount  of  $250,000.  This  note  payable  was due in January, 1998 and is
currently  in  default.

From  July  30,  1996 through August 28, 1996, the Company sold $6,683,333 of 3%
convertible  debentures  at  a  discount  with  an  effective  interest  rate of
approximately 14.5%.  The unamortized discount at December 31, 1998 and 1997 was
$0 and $570,455, respectively.  The convertible debentures were to mature August
15,  1998  and  could  be  paid  in  cash  or  in  common  stock.

During  the  period  from November 15, 1996 through January 3, 1997, the Company
received  a  number  of requests for conversion of the par principal amount plus
accrued  interest  of the 3% convertible debt into unrestricted shares of common
stock.  The  Company  took  the  position  that  the  debenture  holders had not
complied  with the terms of the Subscription Documents and, accordingly, did not
issue  shares  pursuant  to  the  requests.


                                      F-8
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


3.  NOTES  PAYABLE  AND  LITIGATION  (CONTINUED)

In  July  1999,  the  Company  and  the  debt  holders entered into a settlement
agreement  by  which  the  Company  will  convert  the  remaining balance of the
convertible  debt  into  freely  trading  shares  of  the Company's common stock
pursuant  to  the  original  conversion  terms  as  set forth in the convertible
debenture  agreements.  This  conversion  will  be done gradually with a maximum
conversion  of  $1,000,000 of debentures every forty-five days, beginning within
one  week  of  the  authorization  by  the Company's stockholders to issue these
additional  shares  to  satisfy this obligation.  As part of this agreement, the
Company  will  issue 500,000 shares of its common stock to the debenture holders
as  a one time penalty and in satisfaction of outstanding damages claims.  These
shares  are  to be issued in two installments of 250,000 shares at the beginning
and  end  of  the  debenture  conversions.

As  part  of the agreement, in the event that the Company does not promptly take
all  necessary  steps  to  obtain  the  approval  of the Securities and Exchange
Commission  for  the  authorization  and issuance of the shares, or in the event
that  approval  of  the  shareholders  of  the  Company  is not obtained for the
authorization  and issuance of the shares, a judgment will be issued against the
Company  in  favor  of  the  debt  holders  in  the  total amount of $7,896,166.


4.  INCOME  TAXES

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

<TABLE>
<CAPTION>
                             1998         1997
                          -----------  -----------
<S>                       <C>          <C>
Deferred tax assets. . .  $16,289,000  $12,573,000
Less valuation allowance   16,289,000   12,573,000
                          -----------  -----------
Net deferred tax assets.  $         -  $         -
                          ===========  ===========
</TABLE>

The  valuation  allowance  at  December  31,  1996  approximated  $5,334,000.

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

<TABLE>
<CAPTION>
                                                    1998     1997
                                                   -------  -------
<S>                                                <C>      <C>
U.S. federal income tax rate. . . . . . . . . . .  (34.0)%  (34.0)%
State income tax rate, net of federal tax benefit    (3.6)    (3.6)
Tax loss carryforwards. . . . . . . . . . . . . .    37.6     37.6
                                                   -------  -------
                                                      0.0%     0.0%
                                                   =======  =======
</TABLE>


                                      F-9
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


4.  INCOME  TAXES  (CONTINUED)

At  December 31, 1998, the Company had available unrecognized net operating loss
carryforwards  for  income  tax  reporting  purposes  as  follows:

<TABLE>
<CAPTION>
             Net Operating
Year           Loss Carry     Year
    Arose       Forward      Expires
-----------  --------------  -------
<S>          <C>             <C>
1987. . . .  $      107,000     2002
1988. . . .         906,000     2003
1989. . . .       1,320,000     2004
1990. . . .       2,280,000     2005
1991. . . .         619,000     2006
1992. . . .         309,000     2007
1993. . . .          22,000     2008
1994. . . .       1,315,000     2009
1995. . . .       1,884,000     2010
1996. . . .       5,702,000     2011
1997. . . .      18,098,000     2012
1998. . . .       8,158,000     2018
             --------------
      Total  $   40,720,000
             ==============
</TABLE>

In  addition,  the  Company  has $1,244,327 of capital loss carryforwards, which
expires  in  2000  and  can  be  used  to  offset  capital  gains,  if  any.


5.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Significant financial instruments consist of accounts payable, accrued expenses,
and notes payable that are either due on demand, due in 1999, or are expected to
be  converted  into  common  stock as discussed in Note 3.  The Company does not
have  the  funds  required  to  settle these amounts currently. As a result, the
Company  is unable to estimate the timing and ultimate form of the settlement of
a  substantial  portion  of  these liabilities.  It believes that if the current
holders were to sell such instruments to other parties, the sales price would be
substantially  less  than  the  carrying  value.


6.  RELATED  PARTY  TRANSACTIONS  AND  BUILDING  FORFEITURE

The  Company  has  a  note  receivable  from  its President/CEO in the amount of
$226,000  at  December  31, 1998 and 1997.  The note bears interest at 8% and is
due  on  demand.  His ability to repay this debt is currently dependent upon the
success  of  the  Company.  As a result, the receivable has been fully reserved.

In  addition,  the  Company  has  a  $65,000  note  payable  to  the wife of its
President/CEO  at  December  31,  1998  and  1997.


                                      F-10
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


6.  RELATED  PARTY  TRANSACTIONS  AND  BUILDING  FORFEITURE  (CONTINUED)

The  Company,  through an affiliate of which the Company was the 100% beneficial
owner, owned a building that served as the Company's headquarters. In connection
with  obtaining financing for the purchase of the building, the Company formed a
Georgia  limited  liability  company ("LLC") to take title to the building.  The
Company  contributed  capital of $850,000 to the LLC in 1996. In order to meet a
requirement of the limited liability company statute, each of three individuals,
including  Roderick McClain and Geoffrey McClain, took title to 25% of the stock
of  the  LLC.  All  such stock was held in trust for the benefit of the Company.

During  1997,  the  Company  forfeited  its  entire  interest  in the LLC to the
noteholder  of  the  building  in exchange for the cancellation of the Company's
lease  liability.  Because  the  Company  controlled this LLC, its accounts were
included  in  the  consolidated  financial  statements.

During  1998,  the  Company  granted  options  to  two officers/directors of the
Company to purchase 1,100,000 shares of the Company's common stock at a price of
$.10  per  share.  These  options  expire  January  2000.

During  1997,  the Company granted options to an officer/director of the Company
to  purchase  1,600,000  shares of the Company's common stock at a price of $.10
per  share.  These  options  expire  January  2007.


7.  ACQUISITIONS  AND  BANKRUPTCY

In  July 1997, the Company filed a Chapter 11 Bankruptcy petition related to one
of  its  subsidiaries  and  all operations of this subsidiary were discontinued.
The  Company  has  recorded  a loss of $523,000 in the 1997 financial statements
related  to  the  closing  of  this  business.

On  January  2, 1997, the Company acquired substantially all of the assets of an
Internet service provider.  The consideration for the acquisition was assumption
of  net  liabilities  of approximately $241,000.  In the fourth quarter of 1997,
the  Company  sold  the  company back to the original management of the Internet
service  provider  for  a  $100,000  note.  The  Company  recorded  a  gain  of
approximately  $246,000  on  the  disposal  of  this  business.

8.  COMMITMENTS  AND  LITIGATION

The  Company  has  employment  agreements with certain officers, which expire at
various  times  through  2005.  Subsequent  to  the  balance  sheet  date, these
officers  resigned  their  positions  with  the Company, effectively terminating
their employment agreements and releasing the Company from any further liability
under  these  contracts.

The Company is involved in various lawsuits which arose in disputes with vendors
for  non-payment  of services received.  Amounts claimed due under the lawsuits,
including  accrued  interest,  are  included  in  accounts  payable  and accrued
interest  at  December  31,  1998  and  1997.


                                      F-11
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


8.  COMMITMENTS  AND  LITIGATION  (CONTINUED)

In  October  1997,  the  Company  filed  a complaint against a major customer to
recover  $10,000,000  for  payment of services rendered but not paid.  With this
suit, the Company also requested the return of 2,168,767 of its shares issued to
this  customer.  In  June  1999,  the  two parties to the dispute entered into a
settlement  agreement by which the customer agreed to pay to the Company the sum
of  $112,400 and return 950,000 shares of the Company's common stock held in its
possession.  In  exchange  for  such  payment  and return of shares, the Company
agreed  to  release  any  restrictions  on  the  shares  and reissue replacement
certificates  as  needed  for  1,218,767  shares  of the Company's common stock.

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


9.  OPTIONS  AND  WARRANTS

At  December  31,  1998  and  1997,  the  Company had stock options and warrants
granted  to  employees  and  non-employees  for compensation.  Stock options and
warrants  expire  from  two  to  ten  years  from the grant date with no vesting
period.  A  summary  of  the Company's stock option and warrant activity for the
years  ended  December  31,  1998  and  1997  is  presented  below:

<TABLE>
<CAPTION>
                                           1998                              1997
                               --------------------------------  --------------------------------
                                              Weighted Average                  Weighted Average
                                Outstanding    Exercise Price     Outstanding    Exercise Price
                               -------------  -----------------  -------------  -----------------
<S>                            <C>            <C>                <C>            <C>
Balance, beginning of year. .     4,137,500   $            1.33     2,393,500   $            2.31
Granted . . . . . . . . . . .    12,978,289   $            0.17     4,350,000   $            0.31
Exercised . . . . . . . . . .    (9,260,734)  $            0.15    (2,200,000)  $            0.45
Cancelled/expired . . . . . .      (829,288)  $            3.56      (405,000)  $            1.04
                               -------------                     -------------
Balance, end of year. . . . .     7,025,767   $            0.34     4,137,500   $            1.33
                               =============                     =============

Weighted-average fair value
  of options/warrants granted
  during the year . . . . . .  $        .07                      $        .16
                               =============                     =============
</TABLE>


                                      F-12
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


9.  OPTIONS  AND  WARRANTS  (CONTINUED)

The  Company  measures  compensation  cost using the fair value-based accounting
method prescribed in SFAS No. 123.  The Company estimates the fair value of each
option/warrant  at  the  grant date using the Black-Scholes option pricing model
with  the  following  weighted  average  assumptions used for grants in 1998 and
1997, respectively:  no dividend yield for each year; expected volatility of 33%
and  56%; expected option/warrant life of 2 years for 1998 and 3 years for 1997;
and  risk  free  interest  rates  of  4.72%  and  5.98%.

The  following  table  summarizes  stock  options  and  warrants outstanding and
exercisable  at  December  31,  1998  and  1997:

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

                             1998 Outstanding and Exercisable
                           -----------------------------------
$0.10  -  $2.50             7,025,767        3.10        $0.34

                             1997 Outstanding and Exercisable
                           -----------------------------------
$0.10  -  $5.00             4,137,500        5.77        $1.33


10.  GOING  CONCERN

The Company's consolidated financial statements for the years ended December 31,
1998  and  1997  have  been  prepared  on  the  assumption that the Company will
continue  as  a  going concern, which contemplates the realization of assets and
the  settlement  of  liabilities  in the normal course of business.  The Company
incurred  a  net loss of $8,158,059 and $18,097,395 for the years ended December
31,  1998  and  1997,  respectively,  and  has  a  working capital deficiency of
$23,779,552  and  $19,845,619  and  an  equity  deficiency  of  $23,747,013  and
$19,798,307  at  December  31,  1998  and  1997,  respectively.  In addition, as
discussed  in  Note 8, there is ongoing litigation that could potentially affect
the  Company's  financial  position.  Also,  the  Company  is  in arrears on its
payroll  tax  liabilities.  The consolidated financial statements do not include
any  adjustments that might be necessary if the Company is unable to continue as
a  going  concern.

Management  is  actively  involved  in  attempting  to  raise additional capital
through  financing sources and private placements.  However, no assurance can be
given  that  the  Company  will  be  successful  in  raising additional capital.
Further,  there  can  be  no assurance, assuming the Company successfully raises
additional  funds,  that the Company will achieve profitability or positive cash
flow.


                                      F-13
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


11.  SUBSEQUENT  EVENTS

ACQUISITION  OF  BENTLEY  HOUSE  FURNITURE  COMPANY,  INC.

On  March  18,  1999,  the Company entered into an agreement to purchase Bentley
House Furniture Company, Inc. (BHFC), a Philippine corporation.  Pursuant to the
agreement,  the  Company  will  issue  29,595,139 shares of its common stock and
4,000  shares  of Series A preferred stock in exchange for all of the issued and
outstanding  common  stock  of  BHFC.

The  Series  A  preferred  stock  is  voting stock with a par value of $.004 per
share.  Each  share of the preferred stock is convertible into 208,274 shares of
fully-paid  and non-assessable common stock.  The Series A preferred stock shall
bear  no  dividends,  and  the  holders of the Series A preferred stock shall be
entitled  to  liquidation preferences on the same proportionate basis as holders
of  the  common  stock.

The  Company will account for the acquisition as a reverse acquisition under the
purchase  method  of  accounting.  As  such,  the  assets and liabilities of the
acquiror,  Global  Telemedia International, Inc., will be revalued at their fair
market  value as of the date of the acquisition.  Any excess purchase price over
the  fair  market  value  of  the  net  tangible  assets  of  Global  Telemedia
International,  Inc.  at the date of acquisition will be amortized over a period
not  to  exceed  40  years.

Summarized  below  is  the  unaudited  condensed  balance sheet of Bentley House
Furniture  Company,  Inc.  as  of  December 31, 1998 and its unaudited condensed
statement  of  operations  for  the  year  ended  December  31,  1998.

<TABLE>
<CAPTION>
                                  BALANCE SHEET

                  ASSETS

<S>                                           <C>
Cash . . . . . . . . . . . . . . . . . . . .  $      181
Advances to shareholder. . . . . . . . . . .     465,492
Property and equipment, net. . . . . . . . .   6,275,897
                                              ----------
  Total assets . . . . . . . . . . . . . . .  $6,741,570
                                              ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses. . . .  $2,480,934
Loans payable. . . . . . . . . . . . . . . .   2,616,975
Stockholders' equity . . . . . . . . . . . .   1,643,661
                                              ----------
  Total liabilities and stockholders' equity  $6,741,570
                                              ==========
</TABLE>


                                      F-14
<PAGE>
                      GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


11.  SUBSEQUENT  EVENTS  (CONTINUED)
<TABLE>
<CAPTION>

                             STATEMENT OF OPERATIONS

<S>                   <C>
NET SALES. . . . . .  $ 104,700

COST OF GOODS SOLD .     31,187
                      ----------

GROSS PROFIT . . . .     73,513

OPERATING EXPENSES .    552,803
                      ----------

LOSS FROM OPERATIONS   (479,290)

OTHER CHARGES, NET .   (484,701)
                      ----------

NET LOSS . . . . . .  $(963,991)
                      ==========
</TABLE>


12.  FOURTH  QUARTER  ADJUSTMENTS

Significant  adjustments  made  in  the  fourth  quarter  of  1998:

<TABLE>
<CAPTION>
<S>                                                                                <C>
  Additional accrual of accounts payable, including interest,
    related to various lawsuits with vendors. . . . . . . . . . . . . . . . . . .  $4,487,067

  Increase in valuation of compensation for stock issued for services during 1998  $  676,800
</TABLE>


                                      F-15
<PAGE>