AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2002

                                              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 2001 Stock Incentive Plan (5,000,000 shares)
                            (Full Title of the Plan)
                              ____________________

                                 S. Paul Sandhu
                                       CEO
                           3151 Airway Ave., Suite P-3
                          Costa Mesa, California 92626
                                 (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


<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                5,000,000(2)         $     0.23(1)          $   1,150,000       $       106

                                                                         TOTAL REGISTRATION FEE:$       106
</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 January
30,  2002.

(2)     Denotes  shares  of  common  stock to be issued pursuant to the GTC 2001
Stock  Incentive  Plan.







<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.











<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)    The  Registrant's  Quarterly  Report on Form 10-QSB filed with the
Commission  on  November  8,  2001.

     (iii)   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.

Not  applicable.

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).

     4.3*          GTC  2001  Employee Stock Incentive Plan (incorporated herein
by reference to Appendix A to the Company's Definitive Proxy Statement, filed on
November  1,  2001).

     5.1           Opinion of  Cutler  Law  Group,  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.

________________________
*Previously  Filed

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.



<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 January 30, 2002



                                        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


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 10589}]
{"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": "333-81898", "film-number": "02524245"}, "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 JANUARY 31, 2002

                                              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 2001 Stock Incentive Plan (5,000,000 shares)
                            (Full Title of the Plan)
                              ____________________

                                 S. Paul Sandhu
                                       CEO
                           3151 Airway Ave., Suite P-3
                          Costa Mesa, California 92626
                                 (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
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                5,000,000(2)         $     0.23(1)          $   1,150,000       $       106

                                                                         TOTAL REGISTRATION FEE:$       106
(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 January
30,  2002.

(2)     Denotes  shares  of  common  stock to be issued pursuant to the GTC 2001
Stock  Incentive  Plan.
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.
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)    The  Registrant's  Quarterly  Report on Form 10-QSB filed with the
Commission  on  November  8,  2001.

     (iii)   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.

Not  applicable.

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).

     4.3*          GTC  2001  Employee Stock Incentive Plan (incorporated herein
by reference to Appendix A to the Company's Definitive Proxy Statement, filed on
November  1,  2001).

     5.1           Opinion of  Cutler  Law  Group,  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.

________________________
*Previously  Filed

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.
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 January 30, 2002

                                        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