<PAGE>

                                                Registration No. 333-_________

     As filed with the Securities and Exchange Commission on May 7, 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)
-------------------------------------------------------------------------------
                         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
                               515 South Flower Street
                                    Seventh Floor
                            Los Angeles, California 90071
                             Attn: Jeffrey P. Berg, Esq.
                                Phone (213) 895-4200
                                  Fax (213) 895-4058

<PAGE>

(Registration Statement cover page continued)


                           CALCULATION OF REGISTRATION FEE

Title of Each Class   Amount to be  Proposed Maximum  Proposed     Amount of
of Securities to be   Registered(1) Offering Price    Maximum      Registration
Registered                          per Share(1)      Aggregate    Fee(2)
                                                      Offering
                                                      Price(1)

Common Stock, par
value $0.004 per
share(3)                 400,000         $0.41        $164,000        $49.70





_______________________

(1) Estimated solely for the purpose of calculating the registration fee.

(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) 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>


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)  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.

    The 400,000 shares of Common Stock being registered in connection with 
the Registration Statement are being registered on behalf of Matthias & Berg 
LLP, counsel to the Registrant, which has issued the opinion filed herewith 
as Exhibit 5.1 to this Registration Statement.


                                       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      Stock Option Agreement between the Registrant and Matthias & Berg 
         LLP dated  April 28, 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 From 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 May 7, 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
Roderick A. McClain         Officer)                                May 7, 1997 




/s/ Herbert S. Perman     Chief Financial Officer
-----------------------     (Principal Financial Officer
Herbert S. Perman           and Principal Accounting Officer)       May 7, 1997 


/s/ Geoffrey F. McClain   Director                                  May 7, 1997
-----------------------
Geoffrey F. McClain

                                      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.

Signature                    Capacity in Which Signed                 Date
---------                    ------------------------                 ----

/s/ Roderick A. McClain   Chief Executive Officer and
-----------------------     Director (Principal Executive
Roderick A. McClain         Officer)                                May 7, 1997 

/s/ Herbert S. Perman     Chief Financial Officer
-----------------------     (Principal Financial Officer
Herbert S. Perman           and Principal Accounting Officer)       May 7, 1997 


/s/ Geoffrey F. McClain   Director                                  May 7, 1997
-----------------------
Geoffrey F. McClain

                                      II-6

<PAGE>
                                    EXHIBIT INDEX
                                    -------------

Document                        Description of Document
--------                        -----------------------

4.1                     Stock Option Agreement between the Registrant
                        and Matthias & Berg LLP dated April 28, 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": 20569}]
{"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": "333-26651", "film-number": "97597589"}, "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. 333-_________

     As filed with the Securities and Exchange Commission on May 7, 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)
-------------------------------------------------------------------------------
                         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
                               515 South Flower Street
                                    Seventh Floor
                            Los Angeles, California 90071
                             Attn: Jeffrey P. Berg, Esq.
                                Phone (213) 895-4200
                                  Fax (213) 895-4058
(Registration Statement cover page continued)

                           CALCULATION OF REGISTRATION FEE

Title of Each Class   Amount to be  Proposed Maximum  Proposed     Amount of
of Securities to be   Registered(1) Offering Price    Maximum      Registration
Registered                          per Share(1)      Aggregate    Fee(2)
                                                      Offering
                                                      Price(1)

Common Stock, par
value $0.004 per
share(3)                 400,000         $0.41        $164,000        $49.70

_______________________

(1) Estimated solely for the purpose of calculating the registration fee.

(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) 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.
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)  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.

    The 400,000 shares of Common Stock being registered in connection with 
the Registration Statement are being registered on behalf of Matthias & Berg 
LLP, counsel to the Registrant, which has issued the opinion filed herewith 
as Exhibit 5.1 to this Registration Statement.

                                       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      Stock Option Agreement between the Registrant and Matthias & Berg 
         LLP dated  April 28, 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 From 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 May 7, 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
Roderick A. McClain         Officer)                                May 7, 1997 

/s/ Herbert S. Perman     Chief Financial Officer
-----------------------     (Principal Financial Officer
Herbert S. Perman           and Principal Accounting Officer)       May 7, 1997 

/s/ Geoffrey F. McClain   Director                                  May 7, 1997
-----------------------
Geoffrey F. McClain

                                      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
Roderick A. McClain         Officer)                                May 7, 1997 

/s/ Herbert S. Perman     Chief Financial Officer
-----------------------     (Principal Financial Officer
Herbert S. Perman           and Principal Accounting Officer)       May 7, 1997 

/s/ Geoffrey F. McClain   Director                                  May 7, 1997
-----------------------
Geoffrey F. McClain

                                      II-6
EXHIBIT INDEX
                                    -------------

Document                        Description of Document
--------                        -----------------------

4.1                     Stock Option Agreement between the Registrant
                        and Matthias & Berg LLP dated April 28, 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.