GLOBAL TELEMEDIA INTERNATIONAL INC, 10KSB, 2000-04-18

GLOBAL TELEMEDIA INTERNATIONAL INC
10KSB, 2000-04-18
COMMUNICATIONS SERVICES, NEC

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

10KSB/A-1
This report includes a total of 26 pages

(Mark One)

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

For the fiscal year ended December 31, 1999
OR

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

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

Commission file number: 0-15818

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

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

4675 MacArthur Court, Ste. 420, Newport Beach CA. 92660
- --------------------------------------------------------------------------------
Address of principal executive offices,

3490 Piedmont Road, Suite 600, Atlanta, Georgia 30305
- --------------------------------------------------------------------------------
(Former address of principal executive offices)

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

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

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

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

Common stock, $0.004 par value per share
(Title of Class)

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

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

<PAGE>
The number of shares outstanding of the issuer's common stock as of April 13th
2000, was 75,000,000 shares. The aggregate market value of the common stock
(43,883,473 shares) held by non-affiliates, based on the average of the bid and
asked prices ($0.20) of the common stock as of December 31, 1999 was $8,776,695.
Documents incorporated by reference:

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

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

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

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

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

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

The terms and conditions of the Company's telecommunications services are
subject to government regulation. Federal laws and FCC regulations generally
apply to interstate telecommunications, while intrastate services are regulated
by the relevant state authorities. Federal Regulation. The Company was
classified by the FCC as a non-dominant carrier, and therefore is subject to
minimal federal regulation. Since executing a carrier agreement with
WorldXchange Inc. the company no longer needs to comply with regulations of any
state or regulatory body. The company is on a profit sharing arrangement only
with its carrier partner.

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

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

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

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

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

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

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

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

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

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

<PAGE>
PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

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

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

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

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

The Company also funded seed money for UltraPulse Communications for the
development of "Broadband Spread Spectrum" wireless technology. On December 17,
1998, the principals of CyberAir Communications Inc., introduced the Company to
the principals of Bentley House Furniture Company Inc. (BHFC). BHFC entered
into a share exchange dialogue with the Company predicated on the contractual
agreement with CyberAir to act as its primary marketing arm (see 10QSB 9-30-98
and 10KSB 15/4/99) and a pending agreement to acquire UltraPulse Communications
Inc., which had developed a broadband Spread spectrum technology. The Company
had invested development capital in both CyberAir and UltraPulse to secure these
agreements.

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

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

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

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

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

In building upon BHFC's manufacturing base, the Company can profit from
existing BHFC contracts. BHFC has completed a contract to manufacture furniture
and furnishings for thr Karamunsing Hotel in the resort city of KotaKinabalu,
Malaysia. In addition, BHFC is provisionally awarded a contract to build the
EcoTech Hotel in Sydney, Australia for the upcoming 2000 Olympics. The contract
for the EchoTech Hotel project is delayed due to current Olympic games 2000
construction, but the Company expects to execute the contract in the 2nd quarter
of 2000.

The Plan also incorporates BHFC's 25-year contract to construct one
million government employee houses. A Canadian/Philippine "AAA" rated
Rapid-Built Modular housing builder will use a patented computer designed
technology to construct the houses. As part of the Plan, the Company has
signed a thirty-one million dollar contract with Integrated Philcan, Inc., a
subsidiary of HRS Steel in Canada. Integrated Philcan has opened offices in
Makati, Philippines and has confirmed that the Canadian Government through CIDA
as approved $288,000 for initial training of the assembly workers. Construction
should commence in second quarter 2000. The contract is fully guaranteed by the
Philippine National Housing Authority and calls for BHFC to be the exclusive
provider of local and long distance telephone, cable TV and Internet services to
the newly constructed one million government homes.

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

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

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

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

The construction of housing and the exclusive supply of telephone, cable
and Internet services to newly constructed homes, links the core-manufacturing
platform of BHFC with the technology available from GTMI. The income
stream from these existing businesses is expected to generate profits, which
will be re-invested in the telecom arena, reducing the need for further
outside financing.

As provided by the Agreement, 99.8% of BHFC stock was delivered into escrow
on March 20, 1999. Shares of GTMI stock were to be exchanged for the BHFC stock
pending the occurrence of certain conditions precedent, including the filing
with the Securities and Exchange Commission of the Company's 1998 Annual Report
on Form 10-KSB and its Form 10-QSB for the quarter ended March 31, 1999. Since
then, new management has followed its debt restructuring schedule and reduced
the Company's debt by resolving a significant number of the disputes. The
Company anticipates resolution of the remaining disputes by the end of year
2000.

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

New management, having spent considerable funds and effort in the
investigation of new technologies, concluded that the future of the Company lies
in e-commerce web-hosted products, e-music, unified messaging and other enhanced
web-based services. Management is developing a proprietary SmartCard that will
give corporate clients and consumers direct access to enhanced technological
services and provide the Company with a strategic advantage in the
marketplace.

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

On April 2, 1999, the Company, via a share exchange, and pending the
occurrence of certain conditions precedent, acquired 100% of BHFC in
exchange for 29,595,139 common shares of GTMI and 4,000 shares of Series "A"
GTMI Preferred Shares (Series "A" Preferred Shares are convertible at 208,274
shares of GTMI common stock per each preferred share). Two hundred eighteen
Series "A" Preferred Shares, representing 5% of the Company, were allocated
for CyberAir's principals conditioned upon the engagement of the previously
discussed marketing agreement with CyberAir and the deployment of technology
pursuant to the agreement. On December 18, 1999, the Company called on CyberAir
to make available its technology, however, CyberAir was unable to meet its
contractual obligations. Subsequently, the Company retired the preferred shares
reserved for the CyberAir principals until further developments regarding the
technology contemplated by the CyberAir agreement are realized.

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

<PAGE>
During the 4th quarter of 1999, BentleyTel.com (USA) acquired three
companies: Octa4 Pty. Ltd. Located in Darwin, Australia, 3G Communications,
Inc. located in Davao, Philippines and DynaSem Communications Sdn. Bhd.
located in Kuching, Malaysia. The acquisitions have provided the Company with
income from long-distance telecommunications, e-commence business, ISP services
and technology training. In the future, it is anticipated that the acquisitions
will provide a platform for the sale of VOIP continental and international
calling cards.

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

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

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

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

c) DynaSem Communications, Inc., ("DynaSem") located in the city of
Kuching, Malaysia, and on the world-wide web at www.mdc.com.my, is a computer
sales and technology training company. BentleyTel.com acquired DynaSem to
assist with technology transfers between the BentleyTel.com companies and to
train BentleyTel.com personnel in VIOP, ISP, secure data transfer and
e-commerce. It is anticipated that the acquisition of DynaSem will facilitate
the Company's entry into the Malaysian multi-media corridor.

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

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

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

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

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

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

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

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

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

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

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

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

JONATHON BENTLEY-STEVENS effective April 2, 1999, was appointed Chairman of
the Board, Chief Executive Officer and President of the Company, the posts to
which he was appointed was as a result of the Company's acquisition of Bentley
House Furniture Company, Inc. ("BHFC") in March, 1999. Mr. Bentley-Stevens is
the current Chief Executive Officer of Bentley House Furniture Company, Inc.,
now one of the Company's subsidiaries. He is also President of Bentley House

<PAGE>
International Corporation (Seychelles) and President of BentleyTel.com Inc. Mr.
Bentley-Stevens is the author of the Bentley-Tricap Ancestral Land Development
Plan, currently in use in the Republic of the Philippines ("ROP") as a platform
for infrastructure and technological development. He is the author of the
BentleyTel.com marketing plan and the architecture of the Company's
Smart-e-Card.

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

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

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

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

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

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

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

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

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

EMPLOYEES
- ---------

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

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

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

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

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

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

<PAGE>
Although the Company was formed in 1984, it had many of the
characteristics of a development stage Company. Since the acquisition of Bentley
House Furniture Company, change of management, and the acquisition of
BentleyTel.com and subsequent international Company acquisitions, all of
which own their proprietary equipment, the Company has become an asset
based manufacturing, construction and telecommunications corporation. The
Company had been pre-approved for financing in the amount of $12.5 million.
However the loan required the company to put up collateral to the value of the
loan, and although the company has such assets none of those assets were in the
Unites States and therefore the parties agreed not to pursue such financing. In
addition the Company is negotiating financing via a 2-year convertible
redeemable debenture for $5 million @ $10.00 per share or 85% of the share
value at the date of conversion.

The new management has significantly reduced the Company's prior
liabilities and continues to resolve the majority of the Company's litigation
by cash settlement, bank instrument or part cash and stock on conditions
favorable to the Company. The previous management failed to remit payroll
withholding taxes, which resulted in the Company's liability of more than
$600,000 to the Internal Revenue Service. New management has remitted a cash
payment of $300,000 and is engaged in a long-term workout program with the IRS
regarding the balance.

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

Management's mission is to develop and maintain a market share in an
industry characterized by explosive growth. The Company's ability to
operate as a national and international software supplier and developer is
enhanced by the recent acquisitions and strategic alliances. The Company expects
to release its e-commerce products and services by the 2nd quarter of the year
2000.

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

BHFC is comprised of Companies which have been in existence for 45 years,25
years and 23 years, respectively, of which the majority of personnel have
been retained. With respect to the telecommunications business, the Company
is not only a re-seller of another carrier's services but a true ISP in its own
right in Australia. Through its subsidiary, BentleyTel.com, the Company has its
own hardware already deployed in the emerging East-Asian market including
Australia and the Philippines. See "Business Combinations."

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

a) In August 1999, the Company has entered into a month to month operating
lease at 4675 MacArthur Court, Suite 420, Newport Beach, CA 92660. The
monthly rental is $3,450 and the lease is with an unaffiliated third party.
The Company has built an office/factory complex, located in the tax and
duty free zone in Davao City Philippines. The eight acre compound contains
a three acre facility to manufacture furniture. This secure compound totals
8 acres with 3 acres under roof. This eight million dollar two story
facility houses the Company's Pacific corporate offices and manufacturing
facility. The facility will manufacture and export high quality hotel
and resort furniture and Communications assembly and installation.

<PAGE>
b) The Company has an 8.5 acre telephone pole manufacturing facility , BHFC
Creosoting Inc. purchased in 1998 and located in Butuan city, Philippines.
It features a private loading pier and ship-side facilities. This facility
was built and operational since 1976. It manufactures telephone poles
primarily for the Philippine government.

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

d) The company leases offices in Darwin Australia and has its own national
Network with a POP (point of Presence) in every capital city. BentleyTel
offers not only ISP but VPN (Virtual Private Networks and a wide range of
enhanced B2B and B2C services. BentleyTel.com Australia is in a consortium
with NEC, Optus, Compaq and Cable & Wireless to provide the Australian
Northern Territory Government with Internet access, VPN and LAN/WAN over
the next 5 years. BentleyTel.com also developed a international gaming
site www.centrebet.com , licensed by the Australian Government it is
----------------------
operated byJupiters casino. BentleyTel has an exclusive service and
maintenance contract for the site which currently has reported revenues of
approximately $20 million per month.

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

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

ITEM 3. LEGAL PROCEEDINGS AS OF DECEMBER 31 1999
- --------------------------------------------------------

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

RBB Bank-Khalifa Litigation. On or about July 30 1996 and August 28, 1996,
---------------------------
The Company issued the aggregate principal amount of $6,683,333 of certain 3%
Convertible Debentures, due August 15, 1998 (the "Debentures"), as follows: (i)
RBB Bank Aktiengesselschaft ("RBB Bank") ($4,000,000), (ii) Mohammed Ghaus
Khalifa ("Khalifa") ($1,333,333), and (iii) Canadian Imperial Bank of Commerce
("CIBC") ($1,350,000) (collectively, the "Debenture holders"). The Company has
finalized a negotiated settlement of these disagreements providing for payment
of $1,000,000 to Khalifa, and $3,417,667 to RBB Bank over a period of 6 months
commencing after the shareholders meeting. The settlement calls for conversions
every 45 days, at market rate in either cash, or stock at the Company's choice.
The payments will commence within 30 days of the next shareholders meeting.

<PAGE>
WorldCom/WilTel Litigation. On August 29, 1997, a complaint was filed
---------------------------
against the Company by WorldCom Network Services, Inc. d/b/a WilTel in the
State Court of Dekalb County, Georgia (Action No. 97A-36948-3) seeking recovery
of Approximately $6 million for payment of services rendered as well as fees for
Attorneys and court costs. New management has offered a cash settlement in this
matter.

K&S International Communications, Ltd Arbitration.The Company was involved
---------------------------------------------------
in an arbitration proceeding with Extelcom Corporation (a/k/a K&S International
Communications, Ltd."K&S") with respect to a former agreement under which each
party was to provide services to the other. The Company believes that
Extelcom's claims are without substantial merit but due to the nature of the
arbitration process, at the end of 1997 elected to increase its litigation
reserves by an amount in excess of $1,000,000 for the potential liability claim
by Extelcom. Based upon a technical default, an award was entered against the
Company in May 1998 for $2.5 million. The Company has negotiated a $390,000
settlement in this matter and has paid $90,000 towards this settlement. A final
payment is due on May 1st 2000

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

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

PART II

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

As of April 12th 2000, the authorized capital stock of the Company
consisted of 75,000,000 shares of common stock, par value $0.004 per share (the
"Common stock") and 10,000,000 shares of preferred stock, par value $0.004 per
share (the "Preferred Stock"). As of December 31st 1999 there were issued and
outstanding 75,000,000 shares of common stock, options and warrants to purchase
3,479,575 shares of common stock at prices ranging from $0.41 to $2.40.

The Company's common stock has been traded in the over-the-counter
Bulletin Board ("OTCBB") market since July, 1995 and is quoted on the OTCBB or
in the "pink sheets" maintained by the National Quotation Bureau, Inc. under
the symbol "GTMI." The number of shares of common stock issued and outstanding
as of April 12, 2000, was approximately 75,000,000. The bid and asked sales
prices of the common stock, as traded in the OTCBB market, on December
31st 1999 were approximately $ 0.125 And $0.146 respectively. The quarterly
range of high and low bid prices for the past two years were as follows:

Bid Prices Asked Prices
High Low High Low

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

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

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

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

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

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

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

NEGOTIATIONS FOR CERTAIN REGISTRATION RIGHTS. The Company has entered into
various agreements pursuant to which certain holders of the Company's
outstanding common stock would have been granted the right, under various
circumstances, to have Common stock that is currently outstanding registered for
sale in accordance with the registration requirements of the Securities Act upon
demand or "piggybacked" to a registration statement which may be filed by the
Company. Of the issued and outstanding Common stock as of Dec 31 1999, no
shares are subject of future registration statements pursuant to the terms of
such agreements. In addition, as of Dec 31 1999, there are warrants to acquire
3,479,575 shares of Common stock which may be exercised through September 30th
2001, and which carry certain piggyback registration rights.

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

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

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

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

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

The Company intends to apply for listing on a major exchange by the 2nd
quarter 2000. The company has had meetings with senior management of the AMEX
and has completed the application, however the application requires the
attachment of audited financial statements, which are in the process of being
completed, and the application is being prepared for filing.

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

The Company is not submitting financial statements with this filing. When
the financial statements are prepared and filed, the Company will include
submission of Management's discussion and analysis or plan of operation.

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

The financial statements required by this item 7 are not being submitted
with this filing. When the financial statements are prepared and filed, the
Company will include submission of Management's discussion and analysis or plan
of operation.

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

None.

PART III

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

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

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

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

Regina S. Peralta Executive Vice President and 39
Director

David Tang Chief Financial Officer 40

Renato de Villa Director 64

John Walsh Director 56

Ramon A. Tirol Director 75

<PAGE>
Roberto S. Sebastian Director 56

Joemari D. Gerochi Director 54

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

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

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

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

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

(1) The SEC initiated a civil action against Mr. Bentley-Stevens for an
alleged 1996 violations of 10(b) of the Securities Exchange Act of 1934 ("the
Act"). Mr. Bentley-Stevens had been a 1% shareholder and outside director of a
Nevada corporation, Global Timber Corporation ("Global Timber"). In December,
1995, January, 1996 and November, 1996, Global Timber filed disclosure documents
with the SEC pursuant to Rule 15c2-11 of the SEC and also filed a Form 10
Registration Statement in March 1996. In each of these documents, Global Timber
announced the acquisition of certain timber rights in the Philippines. The SEC
claims that these statements were false and/or misleading since as of the date
of the disclosure documents Global Timber had not obtained approval from the
Philippine government to actually harvest the timber. Mr. Bentley-Stevens is
vigorously opposing the SEC's claims on the grounds that nothing in the
disclosure documents claims that Global Timber had a right to harvest timber
and he was not in the USA and played no role in the drafting of the documents
nor did he review them before they were filed. Global Timber is in no way
affiliated with GTMI or any of its subsidiaries. No findings, orders, decrees
or judgments have been made in this matter, although the SEC has indicated that
it might examine GTMI's public statements.

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

SUMMARY COMPENSATION TABLE

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

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

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

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

1998 151,250 0 0 0 0 0 0

1997 137,000 0 0 0 0 0 0

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

1998 100,000 0 0 0 0 0 0

1997 98,000 0 0 0 0 0 0

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

1998 105,000 0 0 0 0 0 0

1997 98,000 0 0 0 0 0 0
<FN>

* Mr. Bentley-Stevens has agreed to forego all 1999 compensation from the Company due to a lack of earnings.
Messrs. McClain, Perman and McClain were not compensated in 1999 prior to the Bentley House Furniture Company
change in control and their employment relationships were canceled on August 12, 1999.
</TABLE>

OPTIONS GRANTS IN LAST FISCAL YEAR

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

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

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

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

(1) Options are "in-the-money" if the fair market value of the common stock underlying the options
exceeds the exercise price of the option. The bid and asked sale prices quoted by the OTCB Market on
December 31, 1999 was approximately $0.15.
</TABLE>

EMPLOYMENT AGREEMENTS

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

The change in control provisions of Mr. McClain's employment agreement were
triggered by the acquisition of Bentley House Furniture Company, Inc. by the
Company, which resulted in greater than 40% of the Company's common shares being
issued to Jonathan Bentley-Stevens and Regina S. Peralta (the "Principal
Shareholders"). Additionally, 4,000 Series A Convertible Preferred Shares were
issued to the Principal Shareholders to compensate them for the assumption of
the Company's debt. Additionally, 4,000 Series A Convertible Preferred Shares

<PAGE>
were issued to the Principal Shareholders to compensate them for the assumption
of the Company's debt. On June 15, 1999, Mr. McClain waived the change of
control provision in Section 4 of his employment contract.

The Company entered into an employment agreement with Herbert S. Perman,
dated October 1, 1995, and amended February 1, 1996. Pursuant to the employment
agreement, which had a term of three years, Mr. Perman was employed as the
Company's Chief Financial Officer and was compensated with an annual salary of
$85,000 and a one-time grant of 150,000 shares of the Company's Common Stock.
In addition, Mr. Perman shared in the Company's Executive Stock Bonus Plan,
which provided for the issuance of shares of Common Stock upon an increase of
gross monthly revenues over a base of $450,000. As of July 12, 1999, Mr.
Perman's employment with the Company was terminated pursuant to the acquisition
of Bentley House Furniture Company, and the Company considers it has no further
obligation to Mr. Perman.

The Company entered into an employment agreement with Geoffrey F. McClain,
dated May 25, 1995, amended February 1, 1996, and amended February 1, 1997.
Pursuant to the employment agreement, which had a term of three years, Mr.
McClain was employed as the Company's Senior Vice President and was compensated
with an annual salary, as of February 1, 1997, of $98,000. In addition, Mr.
McClain shared in the Company's Executive Stock Bonus Plan, which provided for
the issuance of shares of Common Stock upon an increase of gross monthly
revenues over a base of $450,000. As of July 12, 1999, Mr. McClain's employment
with the Company was terminated pursuant to the acquisition of Bentley House
Furniture Company, and the Company believes it has no further obligation to Mr.
McClain.

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

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

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

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

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

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

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

TERMINATION OF CERTAIN EMPLOYMENT AND STOCK OPTION RIGHTS

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

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

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

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

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

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

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

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

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

OPTIONS/SAR GRANTS TABLE DURING LAST FISCAL YEAR

COMPENSATION OF DIRECTORS

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

INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers, and beneficial holders of
more than 10% of the Company's Common Stock to file with the Commission initial
reports of ownership, current reports of changes in ownership and annual reports
of changes in ownership of such equity securities of the Company. Based solely

<PAGE>
upon a review of such forms, or on written representations from certain
reporting persons that no other reports were required for such persons, except
for those reports discussed in the next paragraph, the Company believes that all
reports required pursuant to Section 16(a) with respect to its executive
officers, directors and 10% beneficial stockholders for the year ended December
31, 1999 were timely filed.

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

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

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

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

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

The following table reflects for the year ended December 31, 1999, the
beneficial Common Stock ownership of: (a) each director of the Company, (b) each
executive officer named in the Summary Compensation Table in this Proxy
Statement for the fiscal year ended December 31, 1999, (c) each person known by
the Company to be a beneficial holder of five percent (5%) or more of its Common
Stock, and (d) all executive officers and directors of the Company as a group:

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

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

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

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

(1) The address for each of these persons is the Company's principal executive
office, located at 4675 MacArthur Court, Suite 420, Newport Beach, California
92660.

(2) In addition to the shares held directly by him, respectively, Jonathon
Bentley-Stevens has been issued 2,400 shares of Series A Preferred Stock which
are convertible into 208,274 shares of Common Stock for each share of Preferred.

(3) Regina S. Peralta holds 1,600 shares of Series A Preferred Stock.

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

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

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

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

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

On October 11, 1999, As provided by the Agreement, 120 shares of series "A"
preferred shares was delivered into escrow on 11/10/99. The shares of GTMI stock
were to be exchanged for 24,922,880 common shares of Bentleytel.com stock
pending the occurrence of certain conditions precedent, including the resolution

<PAGE>
of the major debts of GTMI consistent with the original GTMI/BHFC share exchange
and escrow agreement. In connection with the share exchange, Mr. Bentley-Stevens
and Ms. Peralta received no consideration or compensation of any kind. The
transaction has been approved by the Boards of Directors of the Company and the
Board of Directors of BentleyTel.

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

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

PART IV

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

A. Financial Statements

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

B. Reports on Form 8-K

None

C. Other Exhibits
None

27 Financial Data Schedule.
None

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

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

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

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

1. Quarterly Reports on Form 10-QSB 10.2
for the quarters ended March 31, 1999
June 30, 1999, and September 30, 1999

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

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

SIGNATURES

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

GLOBAL TELEMEDIA
INTERNATIONAL, INC.

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

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

GLOBAL TELEMEDIA
INTERNATIONAL, INC.

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

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