AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 16, 2001
                                      REGISTRATION NO. 33-____________



               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                         ____________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933
                         ____________________

                          GTC TELECOM CORP.
        (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                      88-0318246
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)



                     3151 Airway Ave., Suite P-3
                     Costa Mesa, California 92626
     (Address of Principal Executive Offices, Including Zip Code)
                         ____________________


            GTC 1999 Stock Incentive Plan (997,545 shares)
               Director Compensation Plan (255,000 shares)
                       (Full Title of the Plan)

                         ____________________

                            S. Paul Sandhu
                           President & CEO
                     3151 Airway Ave., Suite P-3
                        Costa Mesa, California
                            (714) 549-7700
      (Name, Address, and Telephone Number of Agent for Service)

                              COPIES TO:

                             Vi Bui, Esq.
                           Cutler Law Group
                 610 Newport Center Drive, Suite 800
                   Newport Beach, California 92660
                            (949) 719-1977

                                   1
<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE



                             Proposed Maximum    Proposed Maximum
Title of Securities          Amount to be        Offering Price per    Aggregate Offering   Amount of
to be Registered             Registered          Share                 Price                Registration Fee
<S>                          <C>                 <C>                   <C>                  <C>
---------------------------  ------------------  --------------------  -------------------  -----------------
Common Stock,
par value $0.001                     997,545(2)  $            0.27(1)  $           269,337  $           67.33
---------------------------  ------------------  --------------------  -------------------  -----------------
Common Stock,
par value $0.001                     255,000(3)  $         0.27(1)(4)  $            68,850  $           17.21
===========================  ==================  ====================  ===================  =================
                                                                   TOTAL REGISTRATION FEE:  $           84.54
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant to Rule 457(c).  Based on the average of the closing
ask and bid price as reported by the Over-The-Counter Bulletin Board on November
15,  2001.

(2)     Denotes  additional shares of common stock to be issued under GTC's 1999
Stock  Incentive  Plan.

(3)     Denotes shares of common stock underlying options issued to Directors of
the  Company  Denotes  weighted  average  exercise  price  of  the  options.


                                        2
<PAGE>

                                EXPLANATORY NOTE

     This  registration statement on Form S-8 registers additional securities of
the  same  class  as other securities for which a registration statement on Form
S-8  relating  to  the  registrant's  1999  Stock  Incentive  Plan is effective.
Pursuant  to  General  Instruction  E  to  Form  S-8,  the  registrant  hereby
incorporates  by reference herein the contents of such registration statement on
Form  S-8  relating to the registrant's 1999 Stock Incentive Plan filed with the
Securities  and  Exchange  Commission on October 6, 1999, File No. 33-88521, and
hereby  deems  such contents to be a part hereof, except as otherwise updated or
modified  by  this  registration  statement.

     In  addition, this registration statement registers shares of common stock,
$0.001  par  value per share, underlying options to purchase the Common Stock of
GTC previously issued to directors of the Company.  Under cover of this Form S-8
is a Reoffer Prospectus GTC prepared in accordance with Part I of Form S-3 under
the  1933  Act.  The  Reoffer  Prospectus  may  be  utilized for reofferings and
resales  of  up  to  255,000  shares  of  common  stock  acquired by the selling
shareholders.










                                        3
<PAGE>
                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

     GTC will send or give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933  Act").  GTC does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.











                                        4
<PAGE>

                               REOFFER PROSPECTUS

                                GTC TELECOM CORP.
                           3151 AIRWAY AVE., SUITE P-3
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 549-7700

                         255,000 SHARES OF COMMON STOCK

     The  shares  of  common  stock,  $0.001 par value per share, of GTC Telecom
Corp.  ("GTC"  or the "Company") offered hereby (the "Shares") will be sold from
time to time by the individuals listed under the Selling Shareholders section of
this  document  (the "Selling Shareholders").  The Selling Shareholders acquired
the  Shares pursuant to compensatory benefit plans pursuant to director services
that  the  Selling  Shareholders  provided  to  GTC.

     The  sales  may occur in transactions on the NASDAQ over-the-counter market
at  prevailing market prices or in negotiated transactions.  Except for proceeds
from the exercise of options, GTC will not receive proceeds from any of the sale
the  Shares.  GTC is paying for the expenses incurred in registering the Shares.

     The  Shares  are  "restricted  securities" under the Securities Act of 1933
(the  "1933  Act")  before their sale under the Reoffer Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

     GTC's  common  stock  is  currently  traded  on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "GTCC".


                            ________________________


This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  9.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.


                            ________________________



                                November 16, 2001

                                        5
<PAGE>
                                TABLE OF CONTENTS

WHERE  YOU  CAN  FIND  MORE  INFORMATION  . . . . . . . . . . .    6
INCORPORATED  DOCUMENTS   . . . . . . . . . . . . . . . . . . .    6
THE  COMPANY              . . . . . . . . . . . . . . . . . . .    7
RISK  FACTORS             . . . . . . . . . . . . . . . . . . .    9
USE  OF  PROCEEDS         . . . . . . . . . . . . . . . . . . .    12
SELLING  SHAREHOLDERS     . . . . . . . . . . . . . . . . . . .    12
PLAN  OF  DISTRIBUTION    . . . . . . . . . . . . . . . . . . .    13
LEGAL  MATTERS            . . . . . . . . . . . . . . . . . . .    14
EXPERTS                   . . . . . . . . . . . . . . . . . . .    14

     You  should  only  rely  on  the  information  incorporated by reference or
provided  in  this Reoffer Prospectus or any supplement.  We have not authorized
anyone  else to provide you with different information.  The common stock is not
being  offered  in  any  state where the offer is not permitted.  You should not
assume  that  the  information  in  this Reoffer Prospectus or any supplement is
accurate  as  of  any  date  other  than  the  date on the front of this Reoffer
Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     GTC  is  required  to  file  annual,  quarterly  and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Room  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549.

     Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

     The  SEC  allows  GTC  to  "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

     GTC's  Annual  Report  on  Form  10-KSB,  dated  September  6,  2001,  is
incorporated  herein  by  reference.  In  addition,  all  documents  filed  or
subsequently  filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

     The  Company  will  provide without charge to each person to whom a copy of
this  Reoffer  Prospectus  is delivered, upon oral or written request, a copy of
any  or  all  documents  incorporated  by reference into this Reoffer Prospectus
(excluding  exhibits  unless  the  exhibits  are  specifically  incorporated  by
reference  into  the  information the Reoffer Prospectus incorporates). Requests
should  be  directed  to  the  Chief  Financial Offer at GTC, at GTC's executive
offices,  located  at 3151 Airway Ave., Suite P-3, Costa Mesa, California 92626.
GTC's  telephone  number  is  (714)  549-7700.  The Company's corporate Web site
address  is  http://www.gtctelecom.com.


                                        6
<PAGE>
                                   THE COMPANY

OVERVIEW

     We  are  a  provider  of various Telecommunication services, including long
distance  telephone,  and  calling  card  services  as  well as various Internet
related  services  including  Internet  service  provider  access  and  web page
hosting.  We  were  organized  as  a  Nevada Corporation on May 17, 1994 and are
currently based in Costa Mesa, California.  Our common stock currently trades on
the  NASD  OTC  Bulletin  Board  under  the  symbol  "GTCC."

     We  currently  offer  a variety of services designed to meet our customers'
telecommunications  and  Internet  related  needs.  The services we provide are:

TELECOMMUNICATIONS  RELATED  SERVICES

     We  are  currently licensed in every state (except Alaska) and the District
of  Columbia to provide long distance telecommunications services.  We primarily
service  small  and medium sized businesses and residential customers throughout
the  United  States  of  America  and have positioned ourselves to be a low-cost
provider  in  the  marketplace.  By offering low rates, we expect to rapidly add
customers.  To  date,  we  have  operated  as  a switchless, nonfacilities-based
reseller  of  long distance services.  As such, we do not utilize or possess our
own  telecommunications  network.  By committing to purchase large usage volumes
from  carriers  such as WorldCom, Inc., we have been able to procure substantial
discounts  and  offer  low-cost,  high-quality  long  distance  services  to our
customers  at  rates  below  the  current  standard  industry  levels.

     We provide long distance telephone service under a variety of plans.  These
include  outbound  service,  inbound toll-free 800 service and dedicated private
line  service  for  data.  We  do not currently provide local telephone service.
Our  long  distance services are billed on a monthly basis either directly by us
or  by  a  customer's  local  telephone company, through the services of Billing
Concepts,  Inc., dba U.S. Billing.  If these services are billed directly by us,
the customer has a choice of paying by credit card or sending payment to us.  If
these  services  are  billed  by  the  local  telephone company, that company is
responsible  for  collecting the amount billed and remitting the proceeds to us.
In  addition,  we  have  recently obtained licenses in the states of California,
Florida, New York, New Jersey, and Texas to operate as a local telephone company
(commonly  referred  to in the industry as a Competitive Local Exchange Carrier,
or  CLEC)  which  could allow us to provide local telephone service.  Whether we
will  be able to provide local telephone services is dependent on our ability to
negotiate  contracts  with  third-party  providers of local telephone service on
favorable  terms.  We  have  initiated negotiations with certain local telephone
providers  but  have not reached any agreements.  Therefore, we do not currently
know  if  we  will  be  able  to  offer  local  telephone  service.

INTERNET  RELATED  SERVICES

     We  currently  provide  an  international  personal  computer  to telephone
telecommunication service through our wholly owned subsidiary CallingPlanet.com,
Inc.  This  service,  accessible  at  www.callingplanet.com, allows customers to
make  international  long  distance  phone  calls  using  their  computers.  In
addition,  we  also provide a variety of other Internet related services.  These
services, available to both consumer and business users, include prepaid calling
cards  through  eCallingCards.com,  Inc.,  our wholly owned subsidiary whose web
site  is  located  at  www.ecallingcards.com;  Internet Services Provider access
through  telephone  dial-up,  and  Internet  web  page  development  and hosting
services.  Our  Internet  related  services are billed using the same methods as
those  used  for  billing  our Telecommunication services.  Our Internet related
services,  with  the  exception  of  our  prepaid  calling  cards,  are provided
according  to contracts with third-party providers, who also compete against us.
By  contracting with third-party providers to purchase large quantities of usage
volumes,  we  are  able  to secure significant discounts which then allows us to
offer  these  services  to  our  customers  at  rates  equal to or less than our
competitors.

                                        7
<PAGE>
    Our  Internet  service  provider  access service is currently provided on a
nationwide  basis.  Dial-up  service  provides  unlimited  Internet  access  and
several  related  services  using  conventional modems at access speeds up to 56
kbps  for  a  monthly  fee  of  $9.95.

     Our  Internet  web  page  hosting  services  are  currently  available on a
nationwide  basis.  Internet  web page hosting services provide space on our Web
Server  computers  for  customers  to publish their own web pages.  Internet web
page  hosting  fees  are $29.95 per month, with a one-time set-up fee of $29.95.

OUR  DEVELOPMENT  AND  STRATEGY

     Our  telecommunication  services  are  currently  licensed  in  every state
(except  Alaska)  and  the  District  of  Columbia.  We  market our products and
services  using  six  important,  but  very  distinct,  strategies  as  follows:
Independent  Affiliates

     The  backbone  of  our overall market and development strategy involves the
pursuit  and  establishment  of  strategic affiliations and alliances with major
telecommunication  and  Internet  service  companies  through  partnerships  and
co-branding.  We  have  already  been successful in establishing these alliances
with known companies, such as Best Buy, MasterCard International and NewsMax, in
the  telecommunication  and  Internet  service  industries.

Internet  Use

     The  second  method  of  marketing  our  products and services utilizes the
Internet. We currently market and distribute our telecommunications and Internet
related  services  through  the  Internet  using  our www.gtctelecom.com and our
                                                      ------------------
wholly-owned  subsidiary  www.ecallingcards.com  websites.  We  also  market
international  calling  plans  through  our  wholly-owned  subsidiary
www.CallingPlanet.com,  as well as co-brand calling cards and advertise domestic
long  distance  rates  on  the  Internet.  Co-branding  is  done  through  joint
agreements  such  as  Community  Connect  Inc.'s  online  community  for  Asian
Americans,  www.AsianAvenue.com.

     Regarding CallingPlanet.com, we currently focus our marketing through local
partners  and  vendors in each country. CallingPlanet.com also targets customers
who  do  not have PC's or Internet connections by encouraging the local partners
to open Kiosks equipped with PC's and Internet hook-up.  Through these marketing
partners,  CallingPlanet.com's  goal  is to be a household name worldwide in the
planet  calling  area.

Our  Own  Sales  Force

     The  third method of marketing utilizes our own sales force and independent
sales  agents.  A  sales  force  was developed that consists of properly trained
professionals from within the telecommunications industry who are looking for an
opportunity  to  sell  at  rates  that  are  lower  than  the industry standard.

     Many  of  these  professionals  have  come  from  our competitors where the
average  calling  rate  is  10-12 cents per minute.  Our Vice President of Sales
comes  from  WorldCom  with  an  extensive sales and marketing background in the
telecommunications  industry.

Advertising

     We plan to employ an aggressive concentrated media campaign that utilizes a
professional  advertising agency as our fourth method of marketing.  We launched
our  first  media  campaign  on  March  1,  1999, utilizing television and radio
advertisement  and  print  media  targeting  Southern  California,  as  well  as
nationwide  audiences,  using  cable  television  advertisements.  We  intend to
continue  to  utilize  both broadcasting and print media campaigns in the future
given  sufficient  funds.

                                        8
<PAGE>
     We  have  also  been  very  successful  in  obtaining new customers through
important  "word-of-mouth"  free  advertising.  Many  customers  are  extremely
satisfied  with the service provided by us and inform relatives or friends about
our  excellent  rates and this invaluable free advertising for us results in new
business.

Direct  Marketing

     The  fifth  method  of  marketing  our  products  and  services  is  direct
marketing.  We  have  developed brochures for all products and services that can
be  used as a direct marketing tool and for product promotions.  In addition, we
are  considering  direct  mail  marketing  for  new  target  markets.

National  Recognition

     We will continue to pursue and capitalize on national media recognition, as
we have done with Kiplinger and Consumer Reports, to boost consumer awareness in
the  marketplace.  We  will  capitalize  on  this  type  of  recognition through
strategic  press  releases  and  other  media  opportunities.

     We  believe  these six marketing methods will be adequate to sustain us now
and  for  the  foreseeable  future.

NUMBER  OF  EMPLOYEES

     As  of  September  30,  2001, we employed approximately 85 people on a full
time  basis.

                                  RISK FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

     WE  HAVE  AN  EXTREMELY  LIMITED  OPERATING  HISTORY  AND LARGE ACCUMULATED
DEFICIT  WHICH  MAKES  IT  DIFFICULT  TO  ASSESS  OUR  FUTURE  GROWTH.

     Our  executive  officers  commenced our major lines of business - providing
long  distance  and  Internet  service  - relatively recently.  Although we were
originally  formed  in  1994,  we did not commence our current lines of business
until  late  1998.  Accordingly,  your  evaluation  of  GTC  will be based on an
extremely  limited  operating history.  You must consider that our prospects are
subject  to  the  risks,  expenses  and  uncertainties frequently encountered by
companies in the early stage of development in new and rapidly evolving markets.
As of September 30, 2001, we had an accumulated deficit of $5,736,247.  Although
we  have  experienced revenue growth in recent months, we cannot be certain that
our  revenues  will continue to increase.  We have not achieved profitability to
date.  We  currently  expect  to  increase our operating expenses significantly,
expand our sales and marketing operations and continue to develop and extend our
Telecommunications and Internet related services.  If these expenses continue to
exceed  revenues,  our  business,  results of operations and financial condition
could  be  harmed.  Our  independent certified public accountants have stated in
their report included with our audited financial statements for the fiscal years
ended June 30, 2001 and 2000, that we have incurred operating losses in the last
two  years,  have  a  working  capital  deficit  and a significant stockholders'
deficit.  These conditions raise substantial doubt about our ability to continue
as  a  going  concern.

     WE  ARE  DEPENDENT  ON  A  LIMITED  NUMBER  OF  SUPPLIERS.

     We  currently  depend  upon  WorldCom,  Inc.,  as our sole provider of long
distance  service.  We  contract  with WorldCom to provide us with long distance
services  which  we  resell  to  our customers.  We will continue to depend upon
WorldCom  to provide transmission facilities, maintenance and international long
distance  services  for  the foreseeable future.  This agreement is probably our

                                        9
<PAGE>

most  vital  agreement  and  our  ability  to  provide our long distance service
depends  upon  whether we can continue to maintain a favorable relationship with
WorldCom.   WorldCom  may  terminate  its  contract with us for limited reasons,
including  for  nonpayment, for national defense purposes or if the provision of
services  to  us  were  we  to  have  a substantial adverse impact on WorldCom's
network.  Under  the  terms  of the contract, WorldCom is required to provide us
with  a  minimum  notice  of  5-days  in  the case of a material breach prior to
termination  of  the  contract.  If  we  were  to switch to another provider, we
believe  that it would take approximately thirty days to switch our customers to
a  new  provider.  Although  we  believe  that  we  have the right to switch our
customers  without  their  consent  to  such  other  providers, our customers in
return,  have  the  right to discontinue such service at any time.  Accordingly,
the  termination  or nonrenewal of our contract with WorldCom or the loss of the
telecommunications services provided by WorldCom would likely harm our telephone
business.

     We do not have our own Internet Network.  We currently provide our Internet
Service  Provider  Access  services  pursuant to agreements with various outside
companies.  We  are  subject  to  a monthly minimum commitment of $1,500 through
December  2001.  Subsequently, the monthly minimum commitment is $500 per month.
Although  we  believe  that  our  relations  with these companies are strong and
should  remain  so  with  continued  contract compliance, the termination of our
contracts  with these companies, the loss of Internet services provided by them,
or  a  reduction  in  the quality of service we receive from them could harm our
business.

     COMPETITION  IN  OUR  MARKETS  IS  VERY  INTENSE.

     The  long  distance  telecommunications  industry is highly competitive and
affected  by  the introduction of new services by, and the market activities of,
major industry participants, including AT&T Corp., WorldCom, Sprint Corporation,
local  exchange  carriers  such  as  Verizon,  and  other  national and regional
interexchange carriers.  Competition in the long distance business is based upon
pricing,  customer  service, billing services and perceived quality.  We compete
against  various  national and regional long distance carriers that are composed
of  both  facilities-based  providers (those that carry long distance traffic on
their  own  equipment) and switchless resellers (those that resell long distance
carried by facilities-based providers) offering essentially the same services as
we  do.  Several  of  our  competitors are substantially larger and have greater
financial,  technical and marketing resources.  Although we believe that we have
the human and technical resources to pursue our strategy and compete effectively
in  this  competitive  environment,  our  success will depend upon our continued
ability  to  profitably  provide  high  quality,  high  value services at prices
generally  competitive  with,  or  lower than, those charged by our competitors.

     We  expect  to  encounter  continued  competition  from  major domestic and
international  communications  companies.  In  addition,  we  may  be subject to
additional  competition  due  to  the enactment of the Telecommunications Act of
1996, the development of new technologies and increased availability of domestic
and  international  transmission  capacity.  A  continuing trend toward business
combinations  and  alliances  in  the  telecommunications  industry  may  create
significant  new  competitors,  which  may  have  financial, personnel and other
resources  significantly greater than ours.  Other potential competitors include
cable  television  companies,  wireless telephone companies, electric utilities,
microwave  carriers  and  private  networks  of  large  end  users.

     The  telecommunications  industry  is  in  a  period of rapid technological
evolution,  marked  by the introduction of new product and service offerings and
increasing  transmission  capacity for services similar to those provided by us.
We  cannot  predict  which of many possible future product and service offerings
will be important to maintain our competitive position or what expenditures will
be  required  to  develop  and  provide  such  products  and  services.

     The  market for Internet-based online services is relatively new, intensely
competitive and rapidly changing. Since the advent of commercial services on the
Internet, the number of Internet Service Providers and online services competing
for  users'  attention  and  spending  has  proliferated because of, among other
reasons,  the  absence  of  substantial  barriers  to  entry, and we expect that
competition  will  continue  to  intensify.  Many  of  our current and potential
competitors  such  as  Earthlink,  PsiNet,  AOL,  UUNET,  Microsoft Network, and
Prodigy  have  longer  operating histories, larger customer bases, greater brand
recognition  and significantly greater financial, marketing and other resources.

                                       10
<PAGE>

These  competitors  may  be  able  to  respond  more  quickly to new or emerging
technologies  and  changes  in  customer  requirements  and  to  devote  greater
resources  to the development, promotion and sale of their products and services
than  we  are.

     We  currently  believe  that  our Internet Related Services are marketed at
competitive  rates  and  provide  quality  and  services  comparable  to  our
competitors.  However,  our  Internet  Related  Services  are intended more as a
value  added  service  to attract customers to our Telecommunication Services as
opposed  to  a  revenue  generating  service.  We are offering unlimited dial-up
service  for  $9.95 per month.  We anticipate that revenue generated exclusively
from  our  Internet Related Services will not be significant to our business for
the foreseeable future.  Rather, we expect to derive sufficient revenue from our
Telecommunication  Services  and Internet related advertising revenue to pay for
the  costs  of  our  Internet  Related  Services.

     WE  HAVE  AN  ACCUMULATED  PAST  DUE  PAYROLL  TAX  LIABILITY.

     We  have  recorded  an  accrual  for  past  due  payroll  taxes  due to the
under-reporting  of  our  payroll  tax liability.  As a result, at September 30,
2001,  we  had  accrued  approximately  $1,225,000  in  past  due  payroll taxes
including  approximately $309,000 of penalties and interest.  We intend on using
a  portion  of  the funds raised in our equity financing to meet this liability.
Failure  to  satisfactorily  address  this  liability may substantially harm our
business.

     OUR  CUSTOMERS  ARE  FREE  TO  CHANGE  THEIR  TELECOMMUNICATION  PROVIDER.

     Our  customers  are  not obligated to purchase any minimum usage amount and
can  discontinue  service,  without  penalty, at any time.  Therefore, we cannot
know if our customers will continue to buy their long distance telephone service
through  us.  In the event that a significant portion of our customers decide to
purchase  long  distance service from another long distance service provider, we
do not know if we would be able to replace our customer base from other sources.
Loss  of  a  significant  portion  of  our  customers  could  harm our business.

     A  high  level  of  customer  attrition  is  inherent  in the long distance
industry,  and  our  revenues  are  affected  by  such  attrition.  Attrition is
attributable  to  a variety of factors, including termination of customers by us
for  nonpayment  and  the  initiatives  of  existing and new competitors as they
engage  in,  among  other  things, national advertising campaigns, telemarketing
programs  and  the  issuance  of  cash  or  other  forms  of  incentives.

     WE  ARE  SUBJECT  TO  EXTENSIVE  GOVERNMENT  REGULATION.

     We are subject to regulation by the FCC and by various state public service
and  public  utility  commissions  as  a  nondominant  provider of long distance
services.  We  are  required  to  file  tariffs for interstate and international
service  with the FCC, which tariffs are presumed lawful and become effective on
one  day's  notice.  We are also required to file tariffs or obtain approval for
intrastate  service  provided  in  most  of  the  states in which we market long
distance  services.  By  engaging  in  direct marketing to end users, we will be
subject  to  applicable  regulatory  standards  for marketing activities and the
increased FCC and state attention to certain marketing practices may become more
significant  to  us.  Additionally,  certain  marketing practices, including the
methods  and  means to convert a customer's long distance telephone service from
one  carrier  to  another,  have  recently  been subject to increased regulatory
review  at  both the federal and state levels.  This increased regulatory review
could  impede  our  possible  future  acquisition  of  new  business  from other
resellers.  Our  marketing  activities  mandate compliance with applicable state
and  federal regulations.  We are unable to predict the effect of such increased
regulatory  review.

     OUR  COMMON  STOCK  MAY  BE  DEEMED  TO  BE  "PENNY  STOCK."

     Our  common stock may be deemed to be "penny stock" as that term is defined
in  Rule  3a51-1  promulgated  under the Securities Exchange Act of 1934.  Penny
stocks  are  stock:

-     With  a  price  of  less  than  $5.00  per  share;

                                       11
<PAGE>

-     That  are  not  traded  on  a  "recognized"  national  exchange;
-     Whose  prices  are  not  quoted  on  the Nasdaq automated quotation system
(Nasdaq  listed stock must still have a price of not less than $5.00 per share);
or
-     In  issuers with net tangible assets less than $2.0 million (if the issuer
has  been  in continuous operation for at least three years) or $5.0 million (if
in  continuous operation for less than three years), or with average revenues of
less  than  $6.0  million  for  the  last  three  years.

Broker/dealers  dealing  in  penny  stocks  are  required  to  provide potential
investors  with  a  document  disclosing  the  risks of penny stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is  a  suitable  investment  for a prospective investor.  These requirements may
reduce  the  potential  market  for  our  common stock by reducing the number of
potential  investors.  This  may  make  it  more  difficult for investors in our
common  stock to resell shares to third parties or to otherwise dispose of them.
This  could  cause  our  stock  price  to  decline.

                                 USE OF PROCEEDS

     We  will  not receive any of the proceeds from the sale of the common stock
by the Selling Shareholders, rather, the Selling Shareholders will receive those
proceeds directly.  We will, however, receive proceeds from the cash exercise of
the  options  by the Selling Shareholders.  All proceeds received as a result of
the  exercise  of  those  options  will  be  used  as  working  capital  for our
operations.


                              SELLING SHAREHOLDERS

     The  Shares  of  GTC  to  which  this  Reoffer Prospectus relates are being
registered  for  reoffers  and  resales  by  the  Selling Shareholders, who will
acquire  the  Shares  pursuant  to  options  to purchase common stock previously
granted  pursuant  to a compensatory benefit plan with GTC for director services
they provided to GTC. The Selling Shareholders may resell all, a portion or none
of  such  Shares  from  time  to  time.

     The  table below sets forth with respect to the Selling Shareholders, based
upon  information available to the Company as of October 31, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>


                                                                          % OF SHARES
                         NUMBER OF    NUMBER OF SHARES                      OWNED BY
SELLING                 SHARES OWNED   REGISTERED BY    NUMBER OF SHARES  SHAREHOLDER
SHAREHOLDERS            BEFORE SALE      PROSPECTUS     OWNED AFTER SALE   AFTER SALE
----------------------  ------------  ----------------  ----------------  ------------
<S>                     <C>           <C>               <C>               <C>

S. Paul Sandhu(1)          3,997,215            25,000         3,972,215        19.47%
Eric A. Clemons(2)           750,552            25,000           725,552         3.55%
Gerald A. DeCiccio(3)        307,500           127,500           180,000            *
Clay T. Whitehead(4)         566,816            45,000           521,816         2.56%
John Eger(5)                 568,500            32,500           536,000         2.62%

TOTAL SELLING SHARES:        255,000

</TABLE>
___________________
*  Less  than  1%

                                       12
<PAGE>

(1)     Mr.  Sandhu  is our Chief Executive Officer and a member of our board of
directors.  The  amount  listed  includes  120,000  options to acquire shares of
common stock in accordance with Mr. Sandhu's director compensation agreement and
our  employee  benefit  plan,  of  which  we  are  registering  25,000  options
exercisable  at  $0.01  per  share  in this registration statement.  It does not
include  an  aggregate  of  230,000 unvested options to acquire shares of common
stock  granted  in  accordance  with  our  employee  benefit  plan.

(2)     Mr.  Clemons  is  our  President and a member of our board of directors.
The  amount listed includes 100,000 options to acquire shares of common stock in
accordance  with  Mr.  Clemons' director compensation agreement and our employee
benefit  plan,  of  which we are registering 25,000 options exercisable at $0.01
per  share  in this registration statement.  It does not include an aggregate of
200,000  unvested  options  to acquire shares of common stock in accordance with
our  employee  benefit  plan.

(3)     Mr. DeCiccio is our Chief Financial Officer and a member of our board of
directors.  The  amount  listed  includes  an  aggregate  of  287,500 options to
acquire  shares of common stock in accordance with Mr. DeCiccio's employment and
director  compensation agreements and our employee benefit plan, of which we are
registering  127,500 options exercisable as follows: 125,000 options exercisable
at  $0.50 a share and 2,500 options exercisable at $0.01 per share.  It does not
include  an  aggregate  of  90,000  unvested options to acquire shares of common
stock  in  accordance  with  our  employee  benefit  plan.

(4)     Mr.  Whitehead is a member of our board of directors.  The amount listed
includes  an  aggregate  of  55,000 options to acquire shares of common stock in
accordance with Mr. Whitehead's director compensation agreement and our employee
benefit plan, of which we are registering 45,000 options exercisable as follows:
25,000 at $0.01 per share; 5,000 at $0.25 per share; 5,000 at $0.2969 per share;
5,000  at $0.30 per share; and 5,000 at $0.22 per share.  It does not include an
aggregate  of  40,000  unvested  options  to  acquire  shares of common stock in
accordance  with  our  benefit  plan.

(5)     Mr.  Eger  is  a  member  of  our board of directors.  The amount listed
includes  an  aggregate  of 568,500 options to acquire shares of common stock in
accordance  with  Mr.  Eger's  director  compensation agreement and our employee
benefit plan, of which we are registering 32,500 options exercisable as follows:
12,500 at $0.01 per share; 5,000 at $0.25 per share; 5,000 at $0.2969 per share;
5,000  at $0.30 per share; and 5,000 at $0.22 per share.  It does not include an
aggregate  of  40,000  unvested  options  to  acquire  shares of common stock in
accordance  with  our  benefit  plan.

                              PLAN OF DISTRIBUTION

     The  Selling  Shareholders  may sell the Shares for value from time to time
under  this  Reoffer  Prospectus  in  one  or  more  transactions  on the Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

                                       13
<PAGE>
     The  Selling  Shareholders  and  any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

     In  addition to any Shares sold hereunder, the Selling Shareholders may, at
the  same  time, sell any shares of common stock, including the Shares, owned by
him or her in compliance with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

     There  is  no  assurance that the Selling Shareholders will sell all or any
portion  of  the  Shares  offered.

     The Company will pay all expenses in connection with this offering and will
not  receive  any proceeds from sales of any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the shares of common stock offered hereby will be passed upon
for  us  by The Cutler Law Group, a Professional Law Corporation, Newport Beach,
California.  Mr.  M.  Richard  Cutler,  principal of the Cutler Law Group is the
beneficial  owner  of  40,500  shares  of  Common  Stock  of the Company.  Other
employees  of  the  Cutler Law Group hold an additional 400 shares of the Common
Stock  of  the  Company.

                                     EXPERTS

The  audited  consolidated  financial statements of GTC at June 30, 2001 and for
each  of  the two years in the period then ended included in GTC's June 30, 2001
10KSB  dated  September  6,  2001  incorporated  by  reference  in  this Reoffer
Prospectus  have been audited by Corbin & Wertz, independent public accountants,
as  indicated  in  their  report  with  respect thereto, and are incorporated by
reference  herein  upon  the authority of said firm as experts in accounting and
auditing  on  giving  said  reports.







                                       14
<PAGE>
                                     PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

     (i)     The  Registrant's  Annual  Report  on  Form  10-KSB  filed with the
Commission  on  September  6,  2001.

     (ii)     All  other  reports  and  documents  subsequently  filed  by  the
Registrant  pursuant  after  the date of this Registration Statement pursuant to
Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company by the Cutler Law Group, counsel to the Company.

Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of  40,500 shares of Common Stock of the Company.  Other employees of the Cutler
Law  Group  hold  an  additional  400 shares of the Common Stock of the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The Shares were issued for advisory services rendered.  These sales were made in
reliance  of  the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof covering transactions
not  involving  any  public  offering.

ITEM  8.  EXHIBITS

     4.1*         Restated  Articles  of  Incorporation  of  the  Registrant
(incorporated  herein  by  reference  to Exhibits 3.1 of the Registrant's Annual
Report  on  Form  10K-SB  filed  on  September  6,  2001).

     4.2*         Restated  Bylaws  of  the  Registrant  (incorporated herein by
reference  to  Exhibit  3.5  of the Registrant's Form 10K-SB filed on October 4,
2000).

                                       15
<PAGE>
     4.3*         GTC 1999 Employee Stock Incentive Plan (incorporated herein by
reference  to Exhibit 4.3 of the Registrant's Registration Statement on Form S-8
File  No.  33-88521,  filed  on  October  6,  1999).

     5.1          Opinion  of Cutler Law Group, Esq., counsel to the Registrant,
regarding  legality  of  securities  being  registered.

     23.1*         Consent  of  Cutler  Law  Group  (included  in  Exhibit 5.1).

     23.2          Consent  of  Corbin  &  Wertz.

_____________________
*Incorporated by reference

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes  to:

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

(i)  Include  any prospectus required by section 10(a) (3) of the Securities Act
of  1933;

(ii)  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;  and

(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  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  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.

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



                                       16
<PAGE>
                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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 Costa Mesa, State of California, on November 16, 2001



                                        GTC  TELECOM  CORP.


                                        /s/ S. Paul Sandhu
                                        ___________________________
                                        By:  S.  Paul  Sandhu
                                        Its: CEO


                                        /s/ Gerald A. DeCiccio
                                        ___________________________
                                        By:  Gerald  A.  DeCiccio
                                        Its: Chief  Financial  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.




 /s/  S.  Paul  Sandhu          CEO  and  Director
----------------------
S.  Paul  Sandhu


 /s/  Eric  A.  Clemons         President,  Secretary,  and  Director
-----------------------
Eric  A.  Clemons


 /s/  Gerald  A.  DeCiccio      Chief  Financial  Officer,  and  Director
--------------------------
Gerald  A.  DeCiccio

 /s/  Clay  T.  Whitehead       Director
-------------------------
Clay  T.  Whitehead

 /s/  John  Eger                Director
----------------
John  Eger

                                       17
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 50173}]
{"company-data": {"conformed-name": "GTC TELECOM CORP", "cik": "0001081919", "assigned-sic": "4813", "irs-number": "880318246", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73614", "film-number": "1794832"}, "business-address": {"street1": "3151 AIRWAY AVE", "street2": "STE P-3", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "714-549-7700"}, "mail-address": {"street1": "3151 AIRWAY AVE", "street2": "STE P-3", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 16, 2001
                                      REGISTRATION NO. 33-____________

               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                         ____________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933
                         ____________________

                          GTC TELECOM CORP.
        (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                      88-0318246
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                     3151 Airway Ave., Suite P-3
                     Costa Mesa, California 92626
     (Address of Principal Executive Offices, Including Zip Code)
                         ____________________

            GTC 1999 Stock Incentive Plan (997,545 shares)
               Director Compensation Plan (255,000 shares)
                       (Full Title of the Plan)

                         ____________________

                            S. Paul Sandhu
                           President & CEO
                     3151 Airway Ave., Suite P-3
                        Costa Mesa, California
                            (714) 549-7700
      (Name, Address, and Telephone Number of Agent for Service)

                              COPIES TO:

                             Vi Bui, Esq.
                           Cutler Law Group
                 610 Newport Center Drive, Suite 800
                   Newport Beach, California 92660
                            (949) 719-1977

                                   1
CALCULATION OF REGISTRATION FEE

                             Proposed Maximum    Proposed Maximum
Title of Securities          Amount to be        Offering Price per    Aggregate Offering   Amount of
to be Registered             Registered          Share                 Price                Registration Fee
---------------------------  ------------------  --------------------  -------------------  -----------------
Common Stock,
par value $0.001                     997,545(2)  $            0.27(1)  $           269,337  $           67.33
---------------------------  ------------------  --------------------  -------------------  -----------------
Common Stock,
par value $0.001                     255,000(3)  $         0.27(1)(4)  $            68,850  $           17.21
===========================  ==================  ====================  ===================  =================
                                                                   TOTAL REGISTRATION FEE:  $           84.54
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant to Rule 457(c).  Based on the average of the closing
ask and bid price as reported by the Over-The-Counter Bulletin Board on November
15,  2001.

(2)     Denotes  additional shares of common stock to be issued under GTC's 1999
Stock  Incentive  Plan.

(3)     Denotes shares of common stock underlying options issued to Directors of
the  Company  Denotes  weighted  average  exercise  price  of  the  options.

                                        2
EXPLANATORY NOTE

     This  registration statement on Form S-8 registers additional securities of
the  same  class  as other securities for which a registration statement on Form
S-8  relating  to  the  registrant's  1999  Stock  Incentive  Plan is effective.
Pursuant  to  General  Instruction  E  to  Form  S-8,  the  registrant  hereby
incorporates  by reference herein the contents of such registration statement on
Form  S-8  relating to the registrant's 1999 Stock Incentive Plan filed with the
Securities  and  Exchange  Commission on October 6, 1999, File No. 33-88521, and
hereby  deems  such contents to be a part hereof, except as otherwise updated or
modified  by  this  registration  statement.

     In  addition, this registration statement registers shares of common stock,
$0.001  par  value per share, underlying options to purchase the Common Stock of
GTC previously issued to directors of the Company.  Under cover of this Form S-8
is a Reoffer Prospectus GTC prepared in accordance with Part I of Form S-3 under
the  1933  Act.  The  Reoffer  Prospectus  may  be  utilized for reofferings and
resales  of  up  to  255,000  shares  of  common  stock  acquired by the selling
shareholders.

                                        3
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

     GTC will send or give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933  Act").  GTC does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        4
REOFFER PROSPECTUS

                                GTC TELECOM CORP.
                           3151 AIRWAY AVE., SUITE P-3
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 549-7700

                         255,000 SHARES OF COMMON STOCK

     The  shares  of  common  stock,  $0.001 par value per share, of GTC Telecom
Corp.  ("GTC"  or the "Company") offered hereby (the "Shares") will be sold from
time to time by the individuals listed under the Selling Shareholders section of
this  document  (the "Selling Shareholders").  The Selling Shareholders acquired
the  Shares pursuant to compensatory benefit plans pursuant to director services
that  the  Selling  Shareholders  provided  to  GTC.

     The  sales  may occur in transactions on the NASDAQ over-the-counter market
at  prevailing market prices or in negotiated transactions.  Except for proceeds
from the exercise of options, GTC will not receive proceeds from any of the sale
the  Shares.  GTC is paying for the expenses incurred in registering the Shares.

     The  Shares  are  "restricted  securities" under the Securities Act of 1933
(the  "1933  Act")  before their sale under the Reoffer Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

     GTC's  common  stock  is  currently  traded  on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "GTCC".

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  9.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.

                            ________________________

                                November 16, 2001

                                        5
TABLE OF CONTENTS

WHERE  YOU  CAN  FIND  MORE  INFORMATION  . . . . . . . . . . .    6
INCORPORATED  DOCUMENTS   . . . . . . . . . . . . . . . . . . .    6
THE  COMPANY              . . . . . . . . . . . . . . . . . . .    7
RISK  FACTORS             . . . . . . . . . . . . . . . . . . .    9
USE  OF  PROCEEDS         . . . . . . . . . . . . . . . . . . .    12
SELLING  SHAREHOLDERS     . . . . . . . . . . . . . . . . . . .    12
PLAN  OF  DISTRIBUTION    . . . . . . . . . . . . . . . . . . .    13
LEGAL  MATTERS            . . . . . . . . . . . . . . . . . . .    14
EXPERTS                   . . . . . . . . . . . . . . . . . . .    14

     You  should  only  rely  on  the  information  incorporated by reference or
provided  in  this Reoffer Prospectus or any supplement.  We have not authorized
anyone  else to provide you with different information.  The common stock is not
being  offered  in  any  state where the offer is not permitted.  You should not
assume  that  the  information  in  this Reoffer Prospectus or any supplement is
accurate  as  of  any  date  other  than  the  date on the front of this Reoffer
Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     GTC  is  required  to  file  annual,  quarterly  and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Room  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549.

     Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

     The  SEC  allows  GTC  to  "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

     GTC's  Annual  Report  on  Form  10-KSB,  dated  September  6,  2001,  is
incorporated  herein  by  reference.  In  addition,  all  documents  filed  or
subsequently  filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

     The  Company  will  provide without charge to each person to whom a copy of
this  Reoffer  Prospectus  is delivered, upon oral or written request, a copy of
any  or  all  documents  incorporated  by reference into this Reoffer Prospectus
(excluding  exhibits  unless  the  exhibits  are  specifically  incorporated  by
reference  into  the  information the Reoffer Prospectus incorporates). Requests
should  be  directed  to  the  Chief  Financial Offer at GTC, at GTC's executive
offices,  located  at 3151 Airway Ave., Suite P-3, Costa Mesa, California 92626.
GTC's  telephone  number  is  (714)  549-7700.  The Company's corporate Web site
address  is  http://www.gtctelecom.com.

                                        6
THE COMPANY

OVERVIEW

     We  are  a  provider  of various Telecommunication services, including long
distance  telephone,  and  calling  card  services  as  well as various Internet
related  services  including  Internet  service  provider  access  and  web page
hosting.  We  were  organized  as  a  Nevada Corporation on May 17, 1994 and are
currently based in Costa Mesa, California.  Our common stock currently trades on
the  NASD  OTC  Bulletin  Board  under  the  symbol  "GTCC."

     We  currently  offer  a variety of services designed to meet our customers'
telecommunications  and  Internet  related  needs.  The services we provide are:

TELECOMMUNICATIONS  RELATED  SERVICES

     We  are  currently licensed in every state (except Alaska) and the District
of  Columbia to provide long distance telecommunications services.  We primarily
service  small  and medium sized businesses and residential customers throughout
the  United  States  of  America  and have positioned ourselves to be a low-cost
provider  in  the  marketplace.  By offering low rates, we expect to rapidly add
customers.  To  date,  we  have  operated  as  a switchless, nonfacilities-based
reseller  of  long distance services.  As such, we do not utilize or possess our
own  telecommunications  network.  By committing to purchase large usage volumes
from  carriers  such as WorldCom, Inc., we have been able to procure substantial
discounts  and  offer  low-cost,  high-quality  long  distance  services  to our
customers  at  rates  below  the  current  standard  industry  levels.

     We provide long distance telephone service under a variety of plans.  These
include  outbound  service,  inbound toll-free 800 service and dedicated private
line  service  for  data.  We  do not currently provide local telephone service.
Our  long  distance services are billed on a monthly basis either directly by us
or  by  a  customer's  local  telephone company, through the services of Billing
Concepts,  Inc., dba U.S. Billing.  If these services are billed directly by us,
the customer has a choice of paying by credit card or sending payment to us.  If
these  services  are  billed  by  the  local  telephone company, that company is
responsible  for  collecting the amount billed and remitting the proceeds to us.
In  addition,  we  have  recently obtained licenses in the states of California,
Florida, New York, New Jersey, and Texas to operate as a local telephone company
(commonly  referred  to in the industry as a Competitive Local Exchange Carrier,
or  CLEC)  which  could allow us to provide local telephone service.  Whether we
will  be able to provide local telephone services is dependent on our ability to
negotiate  contracts  with  third-party  providers of local telephone service on
favorable  terms.  We  have  initiated negotiations with certain local telephone
providers  but  have not reached any agreements.  Therefore, we do not currently
know  if  we  will  be  able  to  offer  local  telephone  service.

INTERNET  RELATED  SERVICES

     We  currently  provide  an  international  personal  computer  to telephone
telecommunication service through our wholly owned subsidiary CallingPlanet.com,
Inc.  This  service,  accessible  at  www.callingplanet.com, allows customers to
make  international  long  distance  phone  calls  using  their  computers.  In
addition,  we  also provide a variety of other Internet related services.  These
services, available to both consumer and business users, include prepaid calling
cards  through  eCallingCards.com,  Inc.,  our wholly owned subsidiary whose web
site  is  located  at  www.ecallingcards.com;  Internet Services Provider access
through  telephone  dial-up,  and  Internet  web  page  development  and hosting
services.  Our  Internet  related  services are billed using the same methods as
those  used  for  billing  our Telecommunication services.  Our Internet related
services,  with  the  exception  of  our  prepaid  calling  cards,  are provided
according  to contracts with third-party providers, who also compete against us.
By  contracting with third-party providers to purchase large quantities of usage
volumes,  we  are  able  to secure significant discounts which then allows us to
offer  these  services  to  our  customers  at  rates  equal to or less than our
competitors.

                                        7
Our  Internet  service  provider  access service is currently provided on a
nationwide  basis.  Dial-up  service  provides  unlimited  Internet  access  and
several  related  services  using  conventional modems at access speeds up to 56
kbps  for  a  monthly  fee  of  $9.95.

     Our  Internet  web  page  hosting  services  are  currently  available on a
nationwide  basis.  Internet  web page hosting services provide space on our Web
Server  computers  for  customers  to publish their own web pages.  Internet web
page  hosting  fees  are $29.95 per month, with a one-time set-up fee of $29.95.

OUR  DEVELOPMENT  AND  STRATEGY

     Our  telecommunication  services  are  currently  licensed  in  every state
(except  Alaska)  and  the  District  of  Columbia.  We  market our products and
services  using  six  important,  but  very  distinct,  strategies  as  follows:
Independent  Affiliates

     The  backbone  of  our overall market and development strategy involves the
pursuit  and  establishment  of  strategic affiliations and alliances with major
telecommunication  and  Internet  service  companies  through  partnerships  and
co-branding.  We  have  already  been successful in establishing these alliances
with known companies, such as Best Buy, MasterCard International and NewsMax, in
the  telecommunication  and  Internet  service  industries.

Internet  Use

     The  second  method  of  marketing  our  products and services utilizes the
Internet. We currently market and distribute our telecommunications and Internet
related  services  through  the  Internet  using  our www.gtctelecom.com and our
                                                      ------------------
wholly-owned  subsidiary  www.ecallingcards.com  websites.  We  also  market
international  calling  plans  through  our  wholly-owned  subsidiary
www.CallingPlanet.com,  as well as co-brand calling cards and advertise domestic
long  distance  rates  on  the  Internet.  Co-branding  is  done  through  joint
agreements  such  as  Community  Connect  Inc.'s  online  community  for  Asian
Americans,  www.AsianAvenue.com.

     Regarding CallingPlanet.com, we currently focus our marketing through local
partners  and  vendors in each country. CallingPlanet.com also targets customers
who  do  not have PC's or Internet connections by encouraging the local partners
to open Kiosks equipped with PC's and Internet hook-up.  Through these marketing
partners,  CallingPlanet.com's  goal  is to be a household name worldwide in the
planet  calling  area.

Our  Own  Sales  Force

     The  third method of marketing utilizes our own sales force and independent
sales  agents.  A  sales  force  was developed that consists of properly trained
professionals from within the telecommunications industry who are looking for an
opportunity  to  sell  at  rates  that  are  lower  than  the industry standard.

     Many  of  these  professionals  have  come  from  our competitors where the
average  calling  rate  is  10-12 cents per minute.  Our Vice President of Sales
comes  from  WorldCom  with  an  extensive sales and marketing background in the
telecommunications  industry.

Advertising

     We plan to employ an aggressive concentrated media campaign that utilizes a
professional  advertising agency as our fourth method of marketing.  We launched
our  first  media  campaign  on  March  1,  1999, utilizing television and radio
advertisement  and  print  media  targeting  Southern  California,  as  well  as
nationwide  audiences,  using  cable  television  advertisements.  We  intend to
continue  to  utilize  both broadcasting and print media campaigns in the future
given  sufficient  funds.

                                        8
We  have  also  been  very  successful  in  obtaining new customers through
important  "word-of-mouth"  free  advertising.  Many  customers  are  extremely
satisfied  with the service provided by us and inform relatives or friends about
our  excellent  rates and this invaluable free advertising for us results in new
business.

Direct  Marketing

     The  fifth  method  of  marketing  our  products  and  services  is  direct
marketing.  We  have  developed brochures for all products and services that can
be  used as a direct marketing tool and for product promotions.  In addition, we
are  considering  direct  mail  marketing  for  new  target  markets.

National  Recognition

     We will continue to pursue and capitalize on national media recognition, as
we have done with Kiplinger and Consumer Reports, to boost consumer awareness in
the  marketplace.  We  will  capitalize  on  this  type  of  recognition through
strategic  press  releases  and  other  media  opportunities.

     We  believe  these six marketing methods will be adequate to sustain us now
and  for  the  foreseeable  future.

NUMBER  OF  EMPLOYEES

     As  of  September  30,  2001, we employed approximately 85 people on a full
time  basis.

                                  RISK FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

     WE  HAVE  AN  EXTREMELY  LIMITED  OPERATING  HISTORY  AND LARGE ACCUMULATED
DEFICIT  WHICH  MAKES  IT  DIFFICULT  TO  ASSESS  OUR  FUTURE  GROWTH.

     Our  executive  officers  commenced our major lines of business - providing
long  distance  and  Internet  service  - relatively recently.  Although we were
originally  formed  in  1994,  we did not commence our current lines of business
until  late  1998.  Accordingly,  your  evaluation  of  GTC  will be based on an
extremely  limited  operating history.  You must consider that our prospects are
subject  to  the  risks,  expenses  and  uncertainties frequently encountered by
companies in the early stage of development in new and rapidly evolving markets.
As of September 30, 2001, we had an accumulated deficit of $5,736,247.  Although
we  have  experienced revenue growth in recent months, we cannot be certain that
our  revenues  will continue to increase.  We have not achieved profitability to
date.  We  currently  expect  to  increase our operating expenses significantly,
expand our sales and marketing operations and continue to develop and extend our
Telecommunications and Internet related services.  If these expenses continue to
exceed  revenues,  our  business,  results of operations and financial condition
could  be  harmed.  Our  independent certified public accountants have stated in
their report included with our audited financial statements for the fiscal years
ended June 30, 2001 and 2000, that we have incurred operating losses in the last
two  years,  have  a  working  capital  deficit  and a significant stockholders'
deficit.  These conditions raise substantial doubt about our ability to continue
as  a  going  concern.

     WE  ARE  DEPENDENT  ON  A  LIMITED  NUMBER  OF  SUPPLIERS.

     We  currently  depend  upon  WorldCom,  Inc.,  as our sole provider of long
distance  service.  We  contract  with WorldCom to provide us with long distance
services  which  we  resell  to  our customers.  We will continue to depend upon
WorldCom  to provide transmission facilities, maintenance and international long
distance  services  for  the foreseeable future.  This agreement is probably our

                                        9
most  vital  agreement  and  our  ability  to  provide our long distance service
depends  upon  whether we can continue to maintain a favorable relationship with
WorldCom.   WorldCom  may  terminate  its  contract with us for limited reasons,
including  for  nonpayment, for national defense purposes or if the provision of
services  to  us  were  we  to  have  a substantial adverse impact on WorldCom's
network.  Under  the  terms  of the contract, WorldCom is required to provide us
with  a  minimum  notice  of  5-days  in  the case of a material breach prior to
termination  of  the  contract.  If  we  were  to switch to another provider, we
believe  that it would take approximately thirty days to switch our customers to
a  new  provider.  Although  we  believe  that  we  have the right to switch our
customers  without  their  consent  to  such  other  providers, our customers in
return,  have  the  right to discontinue such service at any time.  Accordingly,
the  termination  or nonrenewal of our contract with WorldCom or the loss of the
telecommunications services provided by WorldCom would likely harm our telephone
business.

     We do not have our own Internet Network.  We currently provide our Internet
Service  Provider  Access  services  pursuant to agreements with various outside
companies.  We  are  subject  to  a monthly minimum commitment of $1,500 through
December  2001.  Subsequently, the monthly minimum commitment is $500 per month.
Although  we  believe  that  our  relations  with these companies are strong and
should  remain  so  with  continued  contract compliance, the termination of our
contracts  with these companies, the loss of Internet services provided by them,
or  a  reduction  in  the quality of service we receive from them could harm our
business.

     COMPETITION  IN  OUR  MARKETS  IS  VERY  INTENSE.

     The  long  distance  telecommunications  industry is highly competitive and
affected  by  the introduction of new services by, and the market activities of,
major industry participants, including AT&T Corp., WorldCom, Sprint Corporation,
local  exchange  carriers  such  as  Verizon,  and  other  national and regional
interexchange carriers.  Competition in the long distance business is based upon
pricing,  customer  service, billing services and perceived quality.  We compete
against  various  national and regional long distance carriers that are composed
of  both  facilities-based  providers (those that carry long distance traffic on
their  own  equipment) and switchless resellers (those that resell long distance
carried by facilities-based providers) offering essentially the same services as
we  do.  Several  of  our  competitors are substantially larger and have greater
financial,  technical and marketing resources.  Although we believe that we have
the human and technical resources to pursue our strategy and compete effectively
in  this  competitive  environment,  our  success will depend upon our continued
ability  to  profitably  provide  high  quality,  high  value services at prices
generally  competitive  with,  or  lower than, those charged by our competitors.

     We  expect  to  encounter  continued  competition  from  major domestic and
international  communications  companies.  In  addition,  we  may  be subject to
additional  competition  due  to  the enactment of the Telecommunications Act of
1996, the development of new technologies and increased availability of domestic
and  international  transmission  capacity.  A  continuing trend toward business
combinations  and  alliances  in  the  telecommunications  industry  may  create
significant  new  competitors,  which  may  have  financial, personnel and other
resources  significantly greater than ours.  Other potential competitors include
cable  television  companies,  wireless telephone companies, electric utilities,
microwave  carriers  and  private  networks  of  large  end  users.

     The  telecommunications  industry  is  in  a  period of rapid technological
evolution,  marked  by the introduction of new product and service offerings and
increasing  transmission  capacity for services similar to those provided by us.
We  cannot  predict  which of many possible future product and service offerings
will be important to maintain our competitive position or what expenditures will
be  required  to  develop  and  provide  such  products  and  services.

     The  market for Internet-based online services is relatively new, intensely
competitive and rapidly changing. Since the advent of commercial services on the
Internet, the number of Internet Service Providers and online services competing
for  users'  attention  and  spending  has  proliferated because of, among other
reasons,  the  absence  of  substantial  barriers  to  entry, and we expect that
competition  will  continue  to  intensify.  Many  of  our current and potential
competitors  such  as  Earthlink,  PsiNet,  AOL,  UUNET,  Microsoft Network, and
Prodigy  have  longer  operating histories, larger customer bases, greater brand
recognition  and significantly greater financial, marketing and other resources.

                                       10
These  competitors  may  be  able  to  respond  more  quickly to new or emerging
technologies  and  changes  in  customer  requirements  and  to  devote  greater
resources  to the development, promotion and sale of their products and services
than  we  are.

     We  currently  believe  that  our Internet Related Services are marketed at
competitive  rates  and  provide  quality  and  services  comparable  to  our
competitors.  However,  our  Internet  Related  Services  are intended more as a
value  added  service  to attract customers to our Telecommunication Services as
opposed  to  a  revenue  generating  service.  We are offering unlimited dial-up
service  for  $9.95 per month.  We anticipate that revenue generated exclusively
from  our  Internet Related Services will not be significant to our business for
the foreseeable future.  Rather, we expect to derive sufficient revenue from our
Telecommunication  Services  and Internet related advertising revenue to pay for
the  costs  of  our  Internet  Related  Services.

     WE  HAVE  AN  ACCUMULATED  PAST  DUE  PAYROLL  TAX  LIABILITY.

     We  have  recorded  an  accrual  for  past  due  payroll  taxes  due to the
under-reporting  of  our  payroll  tax liability.  As a result, at September 30,
2001,  we  had  accrued  approximately  $1,225,000  in  past  due  payroll taxes
including  approximately $309,000 of penalties and interest.  We intend on using
a  portion  of  the funds raised in our equity financing to meet this liability.
Failure  to  satisfactorily  address  this  liability may substantially harm our
business.

     OUR  CUSTOMERS  ARE  FREE  TO  CHANGE  THEIR  TELECOMMUNICATION  PROVIDER.

     Our  customers  are  not obligated to purchase any minimum usage amount and
can  discontinue  service,  without  penalty, at any time.  Therefore, we cannot
know if our customers will continue to buy their long distance telephone service
through  us.  In the event that a significant portion of our customers decide to
purchase  long  distance service from another long distance service provider, we
do not know if we would be able to replace our customer base from other sources.
Loss  of  a  significant  portion  of  our  customers  could  harm our business.

     A  high  level  of  customer  attrition  is  inherent  in the long distance
industry,  and  our  revenues  are  affected  by  such  attrition.  Attrition is
attributable  to  a variety of factors, including termination of customers by us
for  nonpayment  and  the  initiatives  of  existing and new competitors as they
engage  in,  among  other  things, national advertising campaigns, telemarketing
programs  and  the  issuance  of  cash  or  other  forms  of  incentives.

     WE  ARE  SUBJECT  TO  EXTENSIVE  GOVERNMENT  REGULATION.

     We are subject to regulation by the FCC and by various state public service
and  public  utility  commissions  as  a  nondominant  provider of long distance
services.  We  are  required  to  file  tariffs for interstate and international
service  with the FCC, which tariffs are presumed lawful and become effective on
one  day's  notice.  We are also required to file tariffs or obtain approval for
intrastate  service  provided  in  most  of  the  states in which we market long
distance  services.  By  engaging  in  direct marketing to end users, we will be
subject  to  applicable  regulatory  standards  for marketing activities and the
increased FCC and state attention to certain marketing practices may become more
significant  to  us.  Additionally,  certain  marketing practices, including the
methods  and  means to convert a customer's long distance telephone service from
one  carrier  to  another,  have  recently  been subject to increased regulatory
review  at  both the federal and state levels.  This increased regulatory review
could  impede  our  possible  future  acquisition  of  new  business  from other
resellers.  Our  marketing  activities  mandate compliance with applicable state
and  federal regulations.  We are unable to predict the effect of such increased
regulatory  review.

     OUR  COMMON  STOCK  MAY  BE  DEEMED  TO  BE  "PENNY  STOCK."

     Our  common stock may be deemed to be "penny stock" as that term is defined
in  Rule  3a51-1  promulgated  under the Securities Exchange Act of 1934.  Penny
stocks  are  stock:

-     With  a  price  of  less  than  $5.00  per  share;

                                       11
-     That  are  not  traded  on  a  "recognized"  national  exchange;
-     Whose  prices  are  not  quoted  on  the Nasdaq automated quotation system
(Nasdaq  listed stock must still have a price of not less than $5.00 per share);
or
-     In  issuers with net tangible assets less than $2.0 million (if the issuer
has  been  in continuous operation for at least three years) or $5.0 million (if
in  continuous operation for less than three years), or with average revenues of
less  than  $6.0  million  for  the  last  three  years.

Broker/dealers  dealing  in  penny  stocks  are  required  to  provide potential
investors  with  a  document  disclosing  the  risks of penny stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is  a  suitable  investment  for a prospective investor.  These requirements may
reduce  the  potential  market  for  our  common stock by reducing the number of
potential  investors.  This  may  make  it  more  difficult for investors in our
common  stock to resell shares to third parties or to otherwise dispose of them.
This  could  cause  our  stock  price  to  decline.

                                 USE OF PROCEEDS

     We  will  not receive any of the proceeds from the sale of the common stock
by the Selling Shareholders, rather, the Selling Shareholders will receive those
proceeds directly.  We will, however, receive proceeds from the cash exercise of
the  options  by the Selling Shareholders.  All proceeds received as a result of
the  exercise  of  those  options  will  be  used  as  working  capital  for our
operations.

                              SELLING SHAREHOLDERS

     The  Shares  of  GTC  to  which  this  Reoffer Prospectus relates are being
registered  for  reoffers  and  resales  by  the  Selling Shareholders, who will
acquire  the  Shares  pursuant  to  options  to purchase common stock previously
granted  pursuant  to a compensatory benefit plan with GTC for director services
they provided to GTC. The Selling Shareholders may resell all, a portion or none
of  such  Shares  from  time  to  time.

     The  table below sets forth with respect to the Selling Shareholders, based
upon  information available to the Company as of October 31, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
% OF SHARES
                         NUMBER OF    NUMBER OF SHARES                      OWNED BY
SELLING                 SHARES OWNED   REGISTERED BY    NUMBER OF SHARES  SHAREHOLDER
SHAREHOLDERS            BEFORE SALE      PROSPECTUS     OWNED AFTER SALE   AFTER SALE
----------------------  ------------  ----------------  ----------------  ------------
S. Paul Sandhu(1)          3,997,215            25,000         3,972,215        19.47%
Eric A. Clemons(2)           750,552            25,000           725,552         3.55%
Gerald A. DeCiccio(3)        307,500           127,500           180,000            *
Clay T. Whitehead(4)         566,816            45,000           521,816         2.56%
John Eger(5)                 568,500            32,500           536,000         2.62%

TOTAL SELLING SHARES:        255,000
___________________
*  Less  than  1%

                                       12
(1)     Mr.  Sandhu  is our Chief Executive Officer and a member of our board of
directors.  The  amount  listed  includes  120,000  options to acquire shares of
common stock in accordance with Mr. Sandhu's director compensation agreement and
our  employee  benefit  plan,  of  which  we  are  registering  25,000  options
exercisable  at  $0.01  per  share  in this registration statement.  It does not
include  an  aggregate  of  230,000 unvested options to acquire shares of common
stock  granted  in  accordance  with  our  employee  benefit  plan.

(2)     Mr.  Clemons  is  our  President and a member of our board of directors.
The  amount listed includes 100,000 options to acquire shares of common stock in
accordance  with  Mr.  Clemons' director compensation agreement and our employee
benefit  plan,  of  which we are registering 25,000 options exercisable at $0.01
per  share  in this registration statement.  It does not include an aggregate of
200,000  unvested  options  to acquire shares of common stock in accordance with
our  employee  benefit  plan.

(3)     Mr. DeCiccio is our Chief Financial Officer and a member of our board of
directors.  The  amount  listed  includes  an  aggregate  of  287,500 options to
acquire  shares of common stock in accordance with Mr. DeCiccio's employment and
director  compensation agreements and our employee benefit plan, of which we are
registering  127,500 options exercisable as follows: 125,000 options exercisable
at  $0.50 a share and 2,500 options exercisable at $0.01 per share.  It does not
include  an  aggregate  of  90,000  unvested options to acquire shares of common
stock  in  accordance  with  our  employee  benefit  plan.

(4)     Mr.  Whitehead is a member of our board of directors.  The amount listed
includes  an  aggregate  of  55,000 options to acquire shares of common stock in
accordance with Mr. Whitehead's director compensation agreement and our employee
benefit plan, of which we are registering 45,000 options exercisable as follows:
25,000 at $0.01 per share; 5,000 at $0.25 per share; 5,000 at $0.2969 per share;
5,000  at $0.30 per share; and 5,000 at $0.22 per share.  It does not include an
aggregate  of  40,000  unvested  options  to  acquire  shares of common stock in
accordance  with  our  benefit  plan.

(5)     Mr.  Eger  is  a  member  of  our board of directors.  The amount listed
includes  an  aggregate  of 568,500 options to acquire shares of common stock in
accordance  with  Mr.  Eger's  director  compensation agreement and our employee
benefit plan, of which we are registering 32,500 options exercisable as follows:
12,500 at $0.01 per share; 5,000 at $0.25 per share; 5,000 at $0.2969 per share;
5,000  at $0.30 per share; and 5,000 at $0.22 per share.  It does not include an
aggregate  of  40,000  unvested  options  to  acquire  shares of common stock in
accordance  with  our  benefit  plan.

                              PLAN OF DISTRIBUTION

     The  Selling  Shareholders  may sell the Shares for value from time to time
under  this  Reoffer  Prospectus  in  one  or  more  transactions  on the Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

                                       13
The  Selling  Shareholders  and  any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

     In  addition to any Shares sold hereunder, the Selling Shareholders may, at
the  same  time, sell any shares of common stock, including the Shares, owned by
him or her in compliance with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

     There  is  no  assurance that the Selling Shareholders will sell all or any
portion  of  the  Shares  offered.

     The Company will pay all expenses in connection with this offering and will
not  receive  any proceeds from sales of any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the shares of common stock offered hereby will be passed upon
for  us  by The Cutler Law Group, a Professional Law Corporation, Newport Beach,
California.  Mr.  M.  Richard  Cutler,  principal of the Cutler Law Group is the
beneficial  owner  of  40,500  shares  of  Common  Stock  of the Company.  Other
employees  of  the  Cutler Law Group hold an additional 400 shares of the Common
Stock  of  the  Company.

                                     EXPERTS

The  audited  consolidated  financial statements of GTC at June 30, 2001 and for
each  of  the two years in the period then ended included in GTC's June 30, 2001
10KSB  dated  September  6,  2001  incorporated  by  reference  in  this Reoffer
Prospectus  have been audited by Corbin & Wertz, independent public accountants,
as  indicated  in  their  report  with  respect thereto, and are incorporated by
reference  herein  upon  the authority of said firm as experts in accounting and
auditing  on  giving  said  reports.

                                       14
PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

     (i)     The  Registrant's  Annual  Report  on  Form  10-KSB  filed with the
Commission  on  September  6,  2001.

     (ii)     All  other  reports  and  documents  subsequently  filed  by  the
Registrant  pursuant  after  the date of this Registration Statement pursuant to
Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company by the Cutler Law Group, counsel to the Company.

Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of  40,500 shares of Common Stock of the Company.  Other employees of the Cutler
Law  Group  hold  an  additional  400 shares of the Common Stock of the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The Shares were issued for advisory services rendered.  These sales were made in
reliance  of  the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof covering transactions
not  involving  any  public  offering.

ITEM  8.  EXHIBITS

     4.1*         Restated  Articles  of  Incorporation  of  the  Registrant
(incorporated  herein  by  reference  to Exhibits 3.1 of the Registrant's Annual
Report  on  Form  10K-SB  filed  on  September  6,  2001).

     4.2*         Restated  Bylaws  of  the  Registrant  (incorporated herein by
reference  to  Exhibit  3.5  of the Registrant's Form 10K-SB filed on October 4,
2000).

                                       15
4.3*         GTC 1999 Employee Stock Incentive Plan (incorporated herein by
reference  to Exhibit 4.3 of the Registrant's Registration Statement on Form S-8
File  No.  33-88521,  filed  on  October  6,  1999).

     5.1          Opinion  of Cutler Law Group, Esq., counsel to the Registrant,
regarding  legality  of  securities  being  registered.

     23.1*         Consent  of  Cutler  Law  Group  (included  in  Exhibit 5.1).

     23.2          Consent  of  Corbin  &  Wertz.

_____________________
*Incorporated by reference

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes  to:

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

(i)  Include  any prospectus required by section 10(a) (3) of the Securities Act
of  1933;

(ii)  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;  and

(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  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  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.

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

                                       16
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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 Costa Mesa, State of California, on November 16, 2001

                                        GTC  TELECOM  CORP.

                                        /s/ S. Paul Sandhu
                                        ___________________________
                                        By:  S.  Paul  Sandhu
                                        Its: CEO

                                        /s/ Gerald A. DeCiccio
                                        ___________________________
                                        By:  Gerald  A.  DeCiccio
                                        Its: Chief  Financial  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.

 /s/  S.  Paul  Sandhu          CEO  and  Director
----------------------
S.  Paul  Sandhu

 /s/  Eric  A.  Clemons         President,  Secretary,  and  Director
-----------------------
Eric  A.  Clemons

 /s/  Gerald  A.  DeCiccio      Chief  Financial  Officer,  and  Director
--------------------------
Gerald  A.  DeCiccio

 /s/  Clay  T.  Whitehead       Director
-------------------------
Clay  T.  Whitehead

 /s/  John  Eger                Director
----------------
John  Eger

                                       17