<PAGE>


                                            Registration No. _____________


        As filed with the Securities and Exchange Commission on June 11, 1997

________________________________________________________________________________
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D. C. 20549
                                ______________________

                                      FORM S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                ______________________

                          GLOBAL TELEMEDIA INTERNATIONAL, INC.
                   --------------------------------------------
                (Exact name of registrant as specified in its charter)

   Florida                                                   64-0708107
-------------                                           ---------------------
(State or other                                           (I.R.S. Employer
jurisdiction of                                         Identification Number)
incorporation or
organization)
                                 1121 Alderman Drive
                                      Suite 200
                              Alpharetta, Georgia 30202
                                   (770) 667-6088

                 (Address, including zip code, and telephone number,
          including area code, or registrant's principal executive offices)
          -----------------------------------------------------------------

                                SHARES OF COMMON STOCK
                                         AND
                         STOCK OPTIONS ISSUED TO CONSULTANTS
                         -----------------------------------
                                 (Full title of plan)

                                 Roderick A. McClain
                               Chief Executive Officer
                         Global TeleMedia International, Inc.
                                 1121 Alderman Drive 
                                     Suite 200
                              Alpharetta, Georgia 30202
                                   (770) 667-6088


                 (Name and address, including zip code, and telephone
                  number, including area code, of agent for service)
                  --------------------------------------------------

                                      Copies to:

                                 Matthias & Berg LLP
                                1990 South Bundy Drive
                                      Suite 790
                            Los Angeles, California 90025
                             Attn: Jeffrey P. Berg, Esq.
                                Phone (310) 820-0083
                                  Fax (310) 820-8313




<PAGE>

(REGISTRATION STATEMENT COVER PAGE CONTINUED)

<TABLE>
<CAPTION>

                                                       CALCULATION OF REGISTRATION FEE

Title of Each Class of          Amount to be               Proposed Maximum         Proposed            Amount of
Securities to be Registered     Registered(1)              Offering Price per       Maximum             Registration
                                                           Share(1)                 Aggregate           Fee(2)
                                                                                    Offering
                                                                                    Price(1)
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>                      <C>                 <C>
Common Stock, par value
$0.004 per share(3)                960,000                       $0.4167            $400,000

Common Stock, par value
$0.004 per share                   250,000                       $0.6725            $168,125

TOTAL                            1,210,000                                          $568,125            $172.16


</TABLE>




__________________________________

(1) Estimated solely for the purpose of calculating the registration fee based:
    (a) upon the exercise price of the options granted with respect to 960,000
    of the shares of Common Stock registered in connection with this
    Registration Statement, and (b) upon the purchase price with respect to the
    balance of the 250,000 shares of Common Stock registered in connection this
    Registration Statement.

(2) Pursuant to General Instruction E, the registration fee paid in connection
    herewith is based on the maximum aggregate per share exercise price of the
    shares of Common Stock covered by this registration statement.

(3) Certain of the shares registered pursuant to this Registration Statement
    are available for issuance pursuant to certain stock option agreements
    which are attached as exhibits to this Registration Statement.


<PAGE>

                                  REOFFER PROSPECTUS

                         GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                   1,210,000 SHARES
                                     COMMON STOCK
                           OFFERED BY SELLING STOCKHOLDERS

    This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 1,210,000 shares (the "Shares") of common stock, par value
$0.004 (the "Common Stock") of Global TeleMedia International, Inc., a Florida
corporation (the "Company"), to be offered from time to time for the account of
certain directors, officers, employees and consultants of the Company (the
"Selling Stockholders") as compensation for employment or consulting services,
some of whom may be deemed to be "affiliates" of the Company, as such term is
defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities
Act").  The 1,210,000 Shares include: (i) up to 960,000 shares of Common Stock
which have been or may be issued to certain officers, directors, employees and
consultants of the Company as compensation for employment or consulting
services, and (ii) up to 250,000 shares of Common Stock which may be issued by
the Company upon the exercise of certain options granted as compensation for
consulting services.  See "Selling Stockholders" and "Plan of Distribution."

    The Selling Stockholders directly, through agents designated from time to
time, or through brokers, dealers, or through underwriters to be designated, may
sell the shares of Common Stock offered hereby from time to time on terms to be
determined at the time of sale.  To the extent required by applicable law, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement.  See "Selling Stockholders" and
"Plan of Distribution."

    The Company will receive none of the proceeds from the sale of these
Shares. The Selling Stockholders and any broker-dealer, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be underwriters within the meaning of the Securities Act
and any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.  The Company has paid all of the costs of
the Offering with respect to the Shares to be offered by the Selling
Stockholders.  See "Selling Stockholders" and "Plan of Distribution."

    The Company's Common Stock is currently listed for trading in the
over-the-counter market and is quoted on the National Association of Securities
Dealers, Inc. Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc.  under the symbol "GTMI."  On June 6, 1997, the closing
market price for the Common Stock as traded in the over-counter-market was
approximately $0.8125 per share.

                           THESE SECURITIES ARE SPECULATIVE
                          AND INVOLVE A HIGH DEGREE OF RISK.
                                ________________________

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
               ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
                OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                         THE CONTRARY IS A CRIMINAL OFFENSE.

                     The date of this Prospectus is June 11, 1997


<PAGE>

                                AVAILABLE INFORMATION

    The Company has filed with the Commission, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby.  This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto.  For further information with respect to the Company and the
Shares, reference is made to the Registration Statement and the exhibits and
schedules filed as a part thereof.  Statements made in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference to such exhibits.
The Registration Statement, including exhibits and schedules thereto, may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411.  Copies of the Registration Statement and the exhibits and schedules
thereto may be obtained from the Commission at such offices upon payment of
prescribed rates.

    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 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.

    The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:

    (a)  Annual Report on Form 10-KSB for the year ended December 31, 1996.
    (b)  Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1997.
    (c)  The description of the Common Stock which is contained in the
         registration statements filed under the Securities and Exchange Act of
         1934, as amended (the "Exchange Act"), including any amendment or
         report filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

    The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents).  Requests should be directed to: Global TeleMedia
International, Inc., 1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202,
Attention: Roderick A. McClain, Chief Executive Officer.  Telephone requests may
be directed to the Company at (770) 667-6088.


                                          2
<PAGE>

    Any statements contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.  All information
appearing in this Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.

                                     THE COMPANY

    Global TeleMedia International, Inc. (the "Company"), is engaged in five
related business operations, (i) the provision of long-distance
telecommunications services, including a wide variety of sophisticated
telecommunications services with programs offering straight local and
long-distance calls, to both commercial and individual purchasers (the
"Telecommunications Business"); (ii) the network marketing of certain
telecommunication products and services, provided by agents and brokers for the
Company and by unrelated parties (the "Vision 21 Business"); (iii)  the purchase
from and resale, to other carriers, of long distance time, especially for
international telephone communications (the "Carrier Sales Business"); (iv) the
design, production and distribution of collectible trading cards and prepaid
telephone calling cards depicting the licensed marks of personalities in NASCAR
Winston Cup Racing and other sports related items (the "Collectible Calling
Cards Business"); and (v) the marketing of Internet services directly to
businesses and individuals (the "Internet Services Business").  Of the five
above referenced businesses, only the Telecommunications Business and the Vision
21 Business were conducted during all of the year ended December 31, 1996.
Since most of the revenue generated by the Telecommunications Business derives
from the independent distributors of the Vision 21 Business, these may be
thought of as a single business.   The Collectible Calling Cards Business was
acquired by the Company as of November 15, 1996, the Carrier Sales Business was
started by the Company in early January, 1997, and the Internet Services
Business was acquired by the Company as of January 2, 1997.

    The ability of the Company to generate revenue in 1997 and future years,
depends on its ability to manage five distinct businesses, each with its own
problems of growth, management, response to technical changes, pressures of
competition, need for financing and recruitment and retention of key personnel.
No assurance can be given that the management of the Company will be capable of
handling many problems and issues attendant to the operations and projected
growth of such businesses.

    The Company introduced its network marketing system in 1996.  The Company's
strategy has been to build a subscriber base without committing capital or
management resources and to construct its own network and transmission
facilities.  This strategy has allowed the Company to add subscribers without
being limited by the capacity, geographic coverage or configuration of any
particular network that the Company might have developed.  As the volume of the
Company's traffic has reached sufficient levels in certain markets, the Company
now intends to seek other licensed carriers providing long distance service and
to develop its own long distance network in those markets to reduce its
dependence upon such licensed carriers, provide additional services to its
subscribers and reduce expenses associated with the transmission of long
distance calls. There can be no assurance, however, that development of a long
distance network will be completed or, if completed, will be beneficial to the
Company.


                                          3
<PAGE>

    The Company's auditors have included an explanatory paragraph in their
Report of Independent Certified Public Accountants, included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1996, to the effect
that recovery of the Company's assets are dependent upon future events, the
outcome of which is undeterminable, and that the successful completion of the
Company's development program and its transition, ultimately, to the attainment
of profitable operations is dependent upon obtaining adequate financing to
fulfill its development activities and achieving a level of sales adequate to
support the Company's cost corporate infrastructure.  There can be no assurances
that such a financing can be completed on terms favorable to the Company or at
all, or that the business of the Company will ever achieve profitable
operations.

    The Company's principal executive offices are located at 1121 Alderman
Drive, Suite 200, Alpharetta, Georgia 30202, tel no. (213) 770-667-6088

                                   USE OF PROCEEDS

    The Company will not receive any of the net proceeds from the shares of
Common Stock to be offered by the Selling Stockholders, all of which net
proceeds will be received by the Selling Stockholders.  See "Selling
Stockholders" and "Plan of Distribution."

                                 PLAN OF DISTRIBUTION

    The shares of the Company's Common Stock offered hereby by the Selling
Stockholders may be sold from time to time to purchasers directly by the Selling
Stockholders.  Alternatively, the Selling Stockholders may from time to time
offer the shares of  Common Stock through underwriters, dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent.  The Selling Stockholders and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.  At the time a particular offer of shares
is made, to the extent required by applicable law, a Prospectus Supplement will
be distributed which will set forth the specific shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealer-agents,
any discounts, commissions or concessions allowed or reallowed or paid to
dealers.

    The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed or at varying prices
determined at the time of sale or negotiated prices.

    The Company has paid all of the expenses incident to the offering of the
shares of the Common Stock offered by the Selling Stockholders, other than
commissions and discounts of underwriters, dealers or agents.


                                          4
<PAGE>

                                 SELLING STOCKHOLDERS

    This Prospectus relates to up to 1,210,000 shares of Common Stock which
have been or may be acquired by the Selling Stockholders from time to time
through: (i) the issuance of up to 250,000 shares of Common Stock to certain
officers, directors, employees and consultants of the Company as compensation
for employment or consulting services, and (ii) the exercise of certain options
to purchase up to 960,000 shares of Common Stock granted as compensation for
consulting services.  The following table sets forth certain information with
respect to the Selling Stockholders, some of whom may be deemed to be
"affiliates" of the Company, as such term is defined in Rule 405 of the
Securities Act, as of the date of this Prospectus, as follows: (i) the name and
position with the Company within the past three (3) years of each Selling
Stockholder; (ii) the number of shares of Common Stock beneficially owned by
each Selling Stockholder (including shares obtainable under options exercisable
within sixty (60) days of such date); (iii) the number of shares of Common Stock
being offered hereby, and (iv) the number and percentage of the Company's
outstanding shares of Common Stock to be beneficially owned by each Selling
Stockholder before and after completion of the sale of Common Stock being
offered hereby.  There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.

<TABLE>
<CAPTION>

                        NO. OF SHARES                            NO. OF SHARES
                        BENEFICIALLY        NO. OF SHARES         BENEFICIALLY
NAME AND ADDRESS        OWNED BEFORE        TO BE OFFERED         OWNED AFTER                   PERCENT #
OF BENEFICIAL OWNER      OFFERING#            FOR RESALE           OFFERING*        BEFORE OFFERING   AFTER OFFERING*
-------------------     -------------       -------------        -------------      ---------------   ---------------
<S>                     <C>                 <C>                  <C>                <C>               <C>
Frank B. McGowan(1)        200,000             200,000                 0                    **               0

Peter Kuhn(2)               50,000              50,000                 0                    **               0

Michael Fielding(3)        960,000             960,000                 0                  4.44%              0


</TABLE>

Information with respect to Selling Stockholders from time to time will be
updated in supplements to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.

    As of June 6, 1997, there were issued and outstanding 20,683,204 shares of
Common Stock.


(FOOTNOTES ON FOLLOWING PAGE)
-----------------------------


                                          5
<PAGE>

(FOOTNOTES FROM PRIOR PAGE)
---------------------------


#   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.

*   Assumes the exercise in full and sale of all the Shares registered for
    reoffer and resale pursuant to this Registration Statement.

**  Less than 1%.

1.  The address for Mr. McGowan is Holcomb Bridge Road, Norcross, Georgia
    30029.  The Company issued the 200,000 shares to Mr. McGowan in connection
    with certain consulting services provided by Mr. McGowan to the Company.

2.  The address for Mr. Kuhn is 188 Boling Road, Atlanta, Georgia 30202.  The
    Company issued the 50,000 shares to Mr. Kuhn in connection with certain
    consulting services provided by Mr. Kuhn to the Company.

3.  The address for Mr. Fielding is 546 Sir Walter Raleigh House, St. Helier,
    Jersey, Channel Islands JEF8XY.  The Company granted options to purchase up
    to 960,000 shares to Mr. Fielding in connection with certain consulting
    services provided by Mr. Fielding to the Company.


                                          6
<PAGE>

                 DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                            FOR SECURITIES ACT LIABILITIES

    The Commission has expressed its opinion that indemnification of directors,
officers and controlling persons of the Company against liabilities arising
under the Securities Act, is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by an Indemnitee of the Company in the successful
defense of any such act or proceeding) is asserted by such Indemnitee in
connection with securities which have been registered by the Company, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                    LEGAL MATTERS

    Certain matters with respect to the validity of the Shares offered hereby
will be passed upon for the Company by Matthias & Berg LLP, 1990 South Bundy
Drive, Suite 790 Los Angeles, California 90025.  Matthias & Berg LLP currently
owns options to purchase up to 400,000 shares of Common Stock, which are not the
subject of this Registration Statement.

                                       EXPERTS

    The audited financial statements of the Company as of December 31, 1996 and
1995 and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1996 and 1995, incorporated by reference
in this Prospectus from the Company's Report on Form 10-KSB for the year ended
December 31, 1996, have been so incorporated herein in reliance on the report of
Tauber & Balser, P.C., independent certified public accountants, given on the
authority of such firm as experts in auditing and accounting.


                                          7
<PAGE>


  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.




                    TABLE OF CONTENTS
                                                              PAGE
                                                              ----


AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . 5
DISCLOSURE OF COMMISSION POSITION
 OF INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7




                                   GLOBAL TELEMEDIA
                                 INTERNATIONAL, INC.


                                   1,210,000 SHARES

                                   OF COMMON STOCK






                                     ____________

                                      PROSPECTUS
                                     ____________



                                    JUNE 11, 1997



<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  PLAN INFORMATION.

    The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Upon written or oral request, Global TeleMedia International, Inc., a
Florida corporation (the "Registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended
(the "Securities Act").  All requests should be made to Global TeleMedia
International, Inc., Roderick A. McClain, Chief Executive Officer, 1121 Alderman
Drive, Suite 200, Alpharetta, Georgia 30202, tel. no. (770) 667-6088.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

    (a)  Annual Report on Form 10-KSB for the year ended December 31, 1996.

    (b)  Quarterly Report on Form 10-QSB for the quarterly period ended March
         31, 1997.

    (c)  The description of the Common Stock which is contained in the
         registration statements filed under the Securities and Exchange Act of
         1934, as amended (the "Exchange Act"), including any amendment or
         report filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                         II-1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Articles of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Florida.  Florida law empowers a corporation to indemnify
any person who was or is a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except in the case of an action by or
in the right of the corporation, by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceedings, had no reasonable cause to believe his or
her conduct was unlawful.

    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation.  Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

    To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense.  Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

    The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.  The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.


                                         II-2
<PAGE>

    The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

    No indemnification is permitted for criminal violations (unless the
director, officer or agent had reasonable cause to believe his conduct was
unlawful), transactions in which the director or officer derived an improper
personal benefit, declarations of unlawful dividends or, in derivative actions,
willful misconduct or conscious disregard for the best interests of the
corporation.

ITEM 8:  EXHIBITS

4.1      Consulting Agreement between the Registrant and Frank B. McGowan dated
         May 15, 1997
4.2      Consulting Agreement between the Registrant and Peter Kuhn dated May
         15, 1997
4.3      Stock Option Agreement between the Registrant and Michael Fielding
         dated June 6, 1997
5.1      Opinion of Matthias & Berg LLP
24.1     Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2     Consent of Tauber & Balser, P.C.

ITEM 9:  UNDERTAKINGS

    The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10(a) (3) of the
              Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
              the effective date of the registration statement (or the most
              recent post-effective amendment thereof) which individually or
              in the aggregate, represent a fundamental change in the
              information set forth in the registration statement.

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.

    (2)  That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.

    (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.


                                         II-3
<PAGE>


    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                         II-4
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Alpharetta, Georgia, on June 9, 1997.

                             GLOBAL TELEMEDIA INTERNATIONAL, INC.



                             By: /s/ Roderick A. McClain
                                 --------------------------------------------
                                 Roderick A. McClain, Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

    SIGNATURE                          CAPACITY IN WHICH SIGNED                     DATE
    ---------                          ------------------------                     ----


<S>                                    <C>                                          <C>
/s/ Roderick A. McClain                Chief Executive Officer and
-----------------------                Director (Principal Executive Officer)       June 9, 1997
Roderick A. McClain


/s/ Herbert S. Perman                       Director                                June 9, 1997
-----------------------
Herbert S. Perman



/s/ Geoffrey F. McClain                     Director                                June 9, 1997
-----------------------
Geoffrey F. McClain



/s/ Terry Huetter                      Chief Financial Officer
-----------------------                (Principal Financial Officer and Principal
Terry Huetter                          Accounting Officer)                          June 9, 1997


</TABLE>


                                         II-5
<PAGE>

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. McClain and Herbert S.
Perman, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each end every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

    SIGNATURE                          CAPACITY IN WHICH SIGNED                     DATE
    ---------                          ------------------------                     ----


<S>                                    <C>                                          <C>
/s/ Roderick A. McClain                Chief Executive Officer and
-----------------------                Director (Principal Executive Officer)       June 9, 1997
Roderick A. McClain



/s/ Herbert S. Perman                        Director                               June 9, 1997
-----------------------
Herbert S. Perman



/s/ Geoffrey F. McClain                      Director                               June 9, 1997
-----------------------
Geoffrey F. McClain



/s/ Terry Huetter                      Chief Financial Officer
-----------------------                (Principal Financial Officer and Principal
Terry Huetter                          Accounting Officer)                          June 9, 1997


</TABLE>


                                         II-6
<PAGE>


                                    EXHIBIT INDEX


DOCUMENT                          DESCRIPTION OF DOCUMENT
--------                          -----------------------

4.1                Consulting Agreement between the Registrant
                   and Frank B. McGowan dated May 15, 1997
4.2                Consulting Agreement between the Registrant
                   and Peter Kuhn dated May 15, 1997
4.3                Stock Option Agreement between the Registrant
                   and Michael Fielding dated June 9, 1997
5.1                Opinion of Matthias & Berg LLP
24.1               Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2               Consent of Tauber & Balser, P.C.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 46356}]
{"company-data": {"conformed-name": "GLOBAL TELEMEDIA INTERNATIONAL INC", "cik": "0000789562", "assigned-sic": "4899", "irs-number": "640708107", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28979", "film-number": "97622465"}, "business-address": {"street1": "1121 ALDERMAN DR", "street2": "STE 200", "city": "ALPHARETTA", "state": "GA", "zip": "30202", "phone": "7706676088"}, "mail-address": {"street1": "1121 ALDERMAN DR", "street2": "STE 200", "city": "ALPHARETTA", "state": "GA", "zip": "30202"}}
Registration No. _____________

        As filed with the Securities and Exchange Commission on June 11, 1997

________________________________________________________________________________
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D. C. 20549
                                ______________________

                                      FORM S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                ______________________

                          GLOBAL TELEMEDIA INTERNATIONAL, INC.
                   --------------------------------------------
                (Exact name of registrant as specified in its charter)

   Florida                                                   64-0708107
-------------                                           ---------------------
(State or other                                           (I.R.S. Employer
jurisdiction of                                         Identification Number)
incorporation or
organization)
                                 1121 Alderman Drive
                                      Suite 200
                              Alpharetta, Georgia 30202
                                   (770) 667-6088

                 (Address, including zip code, and telephone number,
          including area code, or registrant's principal executive offices)
          -----------------------------------------------------------------

                                SHARES OF COMMON STOCK
                                         AND
                         STOCK OPTIONS ISSUED TO CONSULTANTS
                         -----------------------------------
                                 (Full title of plan)

                                 Roderick A. McClain
                               Chief Executive Officer
                         Global TeleMedia International, Inc.
                                 1121 Alderman Drive 
                                     Suite 200
                              Alpharetta, Georgia 30202
                                   (770) 667-6088

                 (Name and address, including zip code, and telephone
                  number, including area code, of agent for service)
                  --------------------------------------------------

                                      Copies to:

                                 Matthias & Berg LLP
                                1990 South Bundy Drive
                                      Suite 790
                            Los Angeles, California 90025
                             Attn: Jeffrey P. Berg, Esq.
                                Phone (310) 820-0083
                                  Fax (310) 820-8313
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE

Title of Each Class of          Amount to be               Proposed Maximum         Proposed            Amount of
Securities to be Registered     Registered(1)              Offering Price per       Maximum             Registration
                                                           Share(1)                 Aggregate           Fee(2)
                                                                                    Offering
                                                                                    Price(1)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.004 per share(3)                960,000                       $0.4167            $400,000

Common Stock, par value
$0.004 per share                   250,000                       $0.6725            $168,125

TOTAL                            1,210,000                                          $568,125            $172.16
__________________________________

(1) Estimated solely for the purpose of calculating the registration fee based:
    (a) upon the exercise price of the options granted with respect to 960,000
    of the shares of Common Stock registered in connection with this
    Registration Statement, and (b) upon the purchase price with respect to the
    balance of the 250,000 shares of Common Stock registered in connection this
    Registration Statement.

(2) Pursuant to General Instruction E, the registration fee paid in connection
    herewith is based on the maximum aggregate per share exercise price of the
    shares of Common Stock covered by this registration statement.

(3) Certain of the shares registered pursuant to this Registration Statement
    are available for issuance pursuant to certain stock option agreements
    which are attached as exhibits to this Registration Statement.
REOFFER PROSPECTUS

                         GLOBAL TELEMEDIA INTERNATIONAL, INC.
                                   1,210,000 SHARES
                                     COMMON STOCK
                           OFFERED BY SELLING STOCKHOLDERS

    This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 1,210,000 shares (the "Shares") of common stock, par value
$0.004 (the "Common Stock") of Global TeleMedia International, Inc., a Florida
corporation (the "Company"), to be offered from time to time for the account of
certain directors, officers, employees and consultants of the Company (the
"Selling Stockholders") as compensation for employment or consulting services,
some of whom may be deemed to be "affiliates" of the Company, as such term is
defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities
Act").  The 1,210,000 Shares include: (i) up to 960,000 shares of Common Stock
which have been or may be issued to certain officers, directors, employees and
consultants of the Company as compensation for employment or consulting
services, and (ii) up to 250,000 shares of Common Stock which may be issued by
the Company upon the exercise of certain options granted as compensation for
consulting services.  See "Selling Stockholders" and "Plan of Distribution."

    The Selling Stockholders directly, through agents designated from time to
time, or through brokers, dealers, or through underwriters to be designated, may
sell the shares of Common Stock offered hereby from time to time on terms to be
determined at the time of sale.  To the extent required by applicable law, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement.  See "Selling Stockholders" and
"Plan of Distribution."

    The Company will receive none of the proceeds from the sale of these
Shares. The Selling Stockholders and any broker-dealer, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be underwriters within the meaning of the Securities Act
and any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.  The Company has paid all of the costs of
the Offering with respect to the Shares to be offered by the Selling
Stockholders.  See "Selling Stockholders" and "Plan of Distribution."

    The Company's Common Stock is currently listed for trading in the
over-the-counter market and is quoted on the National Association of Securities
Dealers, Inc. Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc.  under the symbol "GTMI."  On June 6, 1997, the closing
market price for the Common Stock as traded in the over-counter-market was
approximately $0.8125 per share.

                           THESE SECURITIES ARE SPECULATIVE
                          AND INVOLVE A HIGH DEGREE OF RISK.
                                ________________________

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
               ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
                OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                         THE CONTRARY IS A CRIMINAL OFFENSE.

                     The date of this Prospectus is June 11, 1997
AVAILABLE INFORMATION

    The Company has filed with the Commission, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby.  This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto.  For further information with respect to the Company and the
Shares, reference is made to the Registration Statement and the exhibits and
schedules filed as a part thereof.  Statements made in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference to such exhibits.
The Registration Statement, including exhibits and schedules thereto, may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411.  Copies of the Registration Statement and the exhibits and schedules
thereto may be obtained from the Commission at such offices upon payment of
prescribed rates.

    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 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.

    The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:

    (a)  Annual Report on Form 10-KSB for the year ended December 31, 1996.
    (b)  Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1997.
    (c)  The description of the Common Stock which is contained in the
         registration statements filed under the Securities and Exchange Act of
         1934, as amended (the "Exchange Act"), including any amendment or
         report filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

    The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents).  Requests should be directed to: Global TeleMedia
International, Inc., 1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202,
Attention: Roderick A. McClain, Chief Executive Officer.  Telephone requests may
be directed to the Company at (770) 667-6088.

                                          2
Any statements contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.  All information
appearing in this Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.

                                     THE COMPANY

    Global TeleMedia International, Inc. (the "Company"), is engaged in five
related business operations, (i) the provision of long-distance
telecommunications services, including a wide variety of sophisticated
telecommunications services with programs offering straight local and
long-distance calls, to both commercial and individual purchasers (the
"Telecommunications Business"); (ii) the network marketing of certain
telecommunication products and services, provided by agents and brokers for the
Company and by unrelated parties (the "Vision 21 Business"); (iii)  the purchase
from and resale, to other carriers, of long distance time, especially for
international telephone communications (the "Carrier Sales Business"); (iv) the
design, production and distribution of collectible trading cards and prepaid
telephone calling cards depicting the licensed marks of personalities in NASCAR
Winston Cup Racing and other sports related items (the "Collectible Calling
Cards Business"); and (v) the marketing of Internet services directly to
businesses and individuals (the "Internet Services Business").  Of the five
above referenced businesses, only the Telecommunications Business and the Vision
21 Business were conducted during all of the year ended December 31, 1996.
Since most of the revenue generated by the Telecommunications Business derives
from the independent distributors of the Vision 21 Business, these may be
thought of as a single business.   The Collectible Calling Cards Business was
acquired by the Company as of November 15, 1996, the Carrier Sales Business was
started by the Company in early January, 1997, and the Internet Services
Business was acquired by the Company as of January 2, 1997.

    The ability of the Company to generate revenue in 1997 and future years,
depends on its ability to manage five distinct businesses, each with its own
problems of growth, management, response to technical changes, pressures of
competition, need for financing and recruitment and retention of key personnel.
No assurance can be given that the management of the Company will be capable of
handling many problems and issues attendant to the operations and projected
growth of such businesses.

    The Company introduced its network marketing system in 1996.  The Company's
strategy has been to build a subscriber base without committing capital or
management resources and to construct its own network and transmission
facilities.  This strategy has allowed the Company to add subscribers without
being limited by the capacity, geographic coverage or configuration of any
particular network that the Company might have developed.  As the volume of the
Company's traffic has reached sufficient levels in certain markets, the Company
now intends to seek other licensed carriers providing long distance service and
to develop its own long distance network in those markets to reduce its
dependence upon such licensed carriers, provide additional services to its
subscribers and reduce expenses associated with the transmission of long
distance calls. There can be no assurance, however, that development of a long
distance network will be completed or, if completed, will be beneficial to the
Company.

                                          3
The Company's auditors have included an explanatory paragraph in their
Report of Independent Certified Public Accountants, included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1996, to the effect
that recovery of the Company's assets are dependent upon future events, the
outcome of which is undeterminable, and that the successful completion of the
Company's development program and its transition, ultimately, to the attainment
of profitable operations is dependent upon obtaining adequate financing to
fulfill its development activities and achieving a level of sales adequate to
support the Company's cost corporate infrastructure.  There can be no assurances
that such a financing can be completed on terms favorable to the Company or at
all, or that the business of the Company will ever achieve profitable
operations.

    The Company's principal executive offices are located at 1121 Alderman
Drive, Suite 200, Alpharetta, Georgia 30202, tel no. (213) 770-667-6088

                                   USE OF PROCEEDS

    The Company will not receive any of the net proceeds from the shares of
Common Stock to be offered by the Selling Stockholders, all of which net
proceeds will be received by the Selling Stockholders.  See "Selling
Stockholders" and "Plan of Distribution."

                                 PLAN OF DISTRIBUTION

    The shares of the Company's Common Stock offered hereby by the Selling
Stockholders may be sold from time to time to purchasers directly by the Selling
Stockholders.  Alternatively, the Selling Stockholders may from time to time
offer the shares of  Common Stock through underwriters, dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent.  The Selling Stockholders and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.  At the time a particular offer of shares
is made, to the extent required by applicable law, a Prospectus Supplement will
be distributed which will set forth the specific shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealer-agents,
any discounts, commissions or concessions allowed or reallowed or paid to
dealers.

    The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed or at varying prices
determined at the time of sale or negotiated prices.

    The Company has paid all of the expenses incident to the offering of the
shares of the Common Stock offered by the Selling Stockholders, other than
commissions and discounts of underwriters, dealers or agents.

                                          4
SELLING STOCKHOLDERS

    This Prospectus relates to up to 1,210,000 shares of Common Stock which
have been or may be acquired by the Selling Stockholders from time to time
through: (i) the issuance of up to 250,000 shares of Common Stock to certain
officers, directors, employees and consultants of the Company as compensation
for employment or consulting services, and (ii) the exercise of certain options
to purchase up to 960,000 shares of Common Stock granted as compensation for
consulting services.  The following table sets forth certain information with
respect to the Selling Stockholders, some of whom may be deemed to be
"affiliates" of the Company, as such term is defined in Rule 405 of the
Securities Act, as of the date of this Prospectus, as follows: (i) the name and
position with the Company within the past three (3) years of each Selling
Stockholder; (ii) the number of shares of Common Stock beneficially owned by
each Selling Stockholder (including shares obtainable under options exercisable
within sixty (60) days of such date); (iii) the number of shares of Common Stock
being offered hereby, and (iv) the number and percentage of the Company's
outstanding shares of Common Stock to be beneficially owned by each Selling
Stockholder before and after completion of the sale of Common Stock being
offered hereby.  There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.
NO. OF SHARES                            NO. OF SHARES
                        BENEFICIALLY        NO. OF SHARES         BENEFICIALLY
NAME AND ADDRESS        OWNED BEFORE        TO BE OFFERED         OWNED AFTER                   PERCENT #
OF BENEFICIAL OWNER      OFFERING#            FOR RESALE           OFFERING*        BEFORE OFFERING   AFTER OFFERING*
-------------------     -------------       -------------        -------------      ---------------   ---------------
Frank B. McGowan(1)        200,000             200,000                 0                    **               0

Peter Kuhn(2)               50,000              50,000                 0                    **               0

Michael Fielding(3)        960,000             960,000                 0                  4.44%              0
Information with respect to Selling Stockholders from time to time will be
updated in supplements to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.

    As of June 6, 1997, there were issued and outstanding 20,683,204 shares of
Common Stock.

(FOOTNOTES ON FOLLOWING PAGE)
-----------------------------

                                          5
(FOOTNOTES FROM PRIOR PAGE)
---------------------------

#   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.

*   Assumes the exercise in full and sale of all the Shares registered for
    reoffer and resale pursuant to this Registration Statement.

**  Less than 1%.

1.  The address for Mr. McGowan is Holcomb Bridge Road, Norcross, Georgia
    30029.  The Company issued the 200,000 shares to Mr. McGowan in connection
    with certain consulting services provided by Mr. McGowan to the Company.

2.  The address for Mr. Kuhn is 188 Boling Road, Atlanta, Georgia 30202.  The
    Company issued the 50,000 shares to Mr. Kuhn in connection with certain
    consulting services provided by Mr. Kuhn to the Company.

3.  The address for Mr. Fielding is 546 Sir Walter Raleigh House, St. Helier,
    Jersey, Channel Islands JEF8XY.  The Company granted options to purchase up
    to 960,000 shares to Mr. Fielding in connection with certain consulting
    services provided by Mr. Fielding to the Company.

                                          6
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                            FOR SECURITIES ACT LIABILITIES

    The Commission has expressed its opinion that indemnification of directors,
officers and controlling persons of the Company against liabilities arising
under the Securities Act, is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by an Indemnitee of the Company in the successful
defense of any such act or proceeding) is asserted by such Indemnitee in
connection with securities which have been registered by the Company, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                    LEGAL MATTERS

    Certain matters with respect to the validity of the Shares offered hereby
will be passed upon for the Company by Matthias & Berg LLP, 1990 South Bundy
Drive, Suite 790 Los Angeles, California 90025.  Matthias & Berg LLP currently
owns options to purchase up to 400,000 shares of Common Stock, which are not the
subject of this Registration Statement.

                                       EXPERTS

    The audited financial statements of the Company as of December 31, 1996 and
1995 and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1996 and 1995, incorporated by reference
in this Prospectus from the Company's Report on Form 10-KSB for the year ended
December 31, 1996, have been so incorporated herein in reliance on the report of
Tauber & Balser, P.C., independent certified public accountants, given on the
authority of such firm as experts in auditing and accounting.

                                          7
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

                    TABLE OF CONTENTS
                                                              PAGE
                                                              ----

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . 5
DISCLOSURE OF COMMISSION POSITION
 OF INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

                                   GLOBAL TELEMEDIA
                                 INTERNATIONAL, INC.

                                   1,210,000 SHARES

                                   OF COMMON STOCK

                                     ____________

                                      PROSPECTUS
                                     ____________

                                    JUNE 11, 1997
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  PLAN INFORMATION.

    The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Upon written or oral request, Global TeleMedia International, Inc., a
Florida corporation (the "Registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended
(the "Securities Act").  All requests should be made to Global TeleMedia
International, Inc., Roderick A. McClain, Chief Executive Officer, 1121 Alderman
Drive, Suite 200, Alpharetta, Georgia 30202, tel. no. (770) 667-6088.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

    (a)  Annual Report on Form 10-KSB for the year ended December 31, 1996.

    (b)  Quarterly Report on Form 10-QSB for the quarterly period ended March
         31, 1997.

    (c)  The description of the Common Stock which is contained in the
         registration statements filed under the Securities and Exchange Act of
         1934, as amended (the "Exchange Act"), including any amendment or
         report filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                         II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Articles of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Florida.  Florida law empowers a corporation to indemnify
any person who was or is a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except in the case of an action by or
in the right of the corporation, by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceedings, had no reasonable cause to believe his or
her conduct was unlawful.

    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation.  Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

    To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense.  Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

    The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.  The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

                                         II-2
The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

    No indemnification is permitted for criminal violations (unless the
director, officer or agent had reasonable cause to believe his conduct was
unlawful), transactions in which the director or officer derived an improper
personal benefit, declarations of unlawful dividends or, in derivative actions,
willful misconduct or conscious disregard for the best interests of the
corporation.

ITEM 8:  EXHIBITS

4.1      Consulting Agreement between the Registrant and Frank B. McGowan dated
         May 15, 1997
4.2      Consulting Agreement between the Registrant and Peter Kuhn dated May
         15, 1997
4.3      Stock Option Agreement between the Registrant and Michael Fielding
         dated June 6, 1997
5.1      Opinion of Matthias & Berg LLP
24.1     Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2     Consent of Tauber & Balser, P.C.

ITEM 9:  UNDERTAKINGS

    The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10(a) (3) of the
              Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
              the effective date of the registration statement (or the most
              recent post-effective amendment thereof) which individually or
              in the aggregate, represent a fundamental change in the
              information set forth in the registration statement.

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.

    (2)  That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.

    (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.

                                         II-3
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                         II-4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Alpharetta, Georgia, on June 9, 1997.

                             GLOBAL TELEMEDIA INTERNATIONAL, INC.

                             By: /s/ Roderick A. McClain
                                 --------------------------------------------
                                 Roderick A. McClain, Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                          CAPACITY IN WHICH SIGNED                     DATE
    ---------                          ------------------------                     ----
/s/ Roderick A. McClain                Chief Executive Officer and
-----------------------                Director (Principal Executive Officer)       June 9, 1997
Roderick A. McClain

/s/ Herbert S. Perman                       Director                                June 9, 1997
-----------------------
Herbert S. Perman

/s/ Geoffrey F. McClain                     Director                                June 9, 1997
-----------------------
Geoffrey F. McClain

/s/ Terry Huetter                      Chief Financial Officer
-----------------------                (Principal Financial Officer and Principal
Terry Huetter                          Accounting Officer)                          June 9, 1997
II-5
POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. McClain and Herbert S.
Perman, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each end every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                          CAPACITY IN WHICH SIGNED                     DATE
    ---------                          ------------------------                     ----
/s/ Roderick A. McClain                Chief Executive Officer and
-----------------------                Director (Principal Executive Officer)       June 9, 1997
Roderick A. McClain

/s/ Herbert S. Perman                        Director                               June 9, 1997
-----------------------
Herbert S. Perman

/s/ Geoffrey F. McClain                      Director                               June 9, 1997
-----------------------
Geoffrey F. McClain

/s/ Terry Huetter                      Chief Financial Officer
-----------------------                (Principal Financial Officer and Principal
Terry Huetter                          Accounting Officer)                          June 9, 1997
II-6
EXHIBIT INDEX

DOCUMENT                          DESCRIPTION OF DOCUMENT
--------                          -----------------------

4.1                Consulting Agreement between the Registrant
                   and Frank B. McGowan dated May 15, 1997
4.2                Consulting Agreement between the Registrant
                   and Peter Kuhn dated May 15, 1997
4.3                Stock Option Agreement between the Registrant
                   and Michael Fielding dated June 9, 1997
5.1                Opinion of Matthias & Berg LLP
24.1               Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2               Consent of Tauber & Balser, P.C.