United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-Q

 [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 For the quarterly period ended July 31, 2003
                                  -----------
                                       or

 [ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 For the transition period from ______ to _____

                          Commission File Number 0-22636
                                    -------

                       DIAL THRU INTERNATIONAL CORPORATION
 ----------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)

                Delaware                                75-2461665
 -------------------------------------      ---------------------------------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

       17383 Sunset Boulevard, Suite 350
         Los Angeles, California                          90272
 ----------------------------------------   ---------------------------------
   (Address of principal executive offices)            (Zip Code)

                                (310) 566-1700
 ----------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                     N/A
 ----------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)

 Indicate by check  mark whether  the registrant  (1) has  filed all  reports
 required to be filed by Section 13  or 15(d) of the Securities Exchange  Act
 of 1934 during the preceding 12 months (or for such shorter periods that the
 registrant was required to file such  reports), and (2) has been subject  to
 such filing requirements for the past 90 days.  Yes [X] No [ ]

 Indicate by check mark whether the registrant is an accelerated filer (as
 defined in Rule 12b-2 of the Exchange Act).  Yes [ ]  No [X]

 Indicate the number of shares outstanding of each of the issuer's classes
 of common stock, as of the latest practicable date.  As of September 12,
 2003, 16,201,803 shares of common stock, $.001 par value per share, were
 outstanding.



 PART I.  FINANCIAL INFORMATION

 ITEM 1.  Financial Statements

             DIAL THRU INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


                       ASSETS
                       ------                          July 31,    October 31,
                                                         2003          2002
                                                     -----------   -----------
                                                     (unaudited)

 CURRENT ASSETS
   Cash and cash equivalents                        $  1,054,940  $    488,868
   Trade accounts receivable, net of allowance for
    doubtful accounts of $362,017 at July 31, 2003
    and $548,467 at October 31, 2002                   1,204,057     1,369,955
   Prepaid expenses and other current assets             227,861       147,209
                                                     -----------   -----------
       Total current assets                            2,486,858     2,006,032
                                                     -----------   -----------
 PROPERTY AND EQUIPMENT, net                           1,696,193     3,203,663
 ADVERTISING CREDITS, net                              2,376,678     2,376,678
 INTANGIBLE ASSETS, net                                        -       330,613
 GOODWILL, net                                         1,796,917     1,796,917
 OTHER ASSETS                                            160,795        73,525
                                                     -----------   -----------
 TOTAL ASSETS                                       $  8,517,441  $  9,787,428
                                                     ===========   ===========

        LIABILITIES AND SHAREHOLDERS' DEFICIT
        ------------------------------------

 CURRENT LIABILITIES
   Current portion of capital leases                     302,511       389,450
   Trade accounts payable                              5,563,426     5,405,356
   Accrued liabilities                                 3,097,925     2,313,873
   Deferred revenue                                      368,431       331,786
   Deposits and other payables                           438,570       444,204
   Note payable, net of debt discount of $7,118
     at July 31, 2003                                    542,882             -
   Notes payable to related parties, net of debt
     discount of $105,823 at July 31, 2003 and
     $423,291 at October 31, 2002                      2,242,578     1,925,110
                                                     -----------   -----------
       Total current liabilities                      12,556,323    10,809,779
                                                     -----------   -----------

 CAPITAL LEASES, net of current portion                    5,796        72,365
 NOTE PAYABLE, net of debt discount of $28,548
   at July 31, 2003                                    1,221,452             -
 CONVERTIBLE DEBENTURE, net of debt discount
   of $12,906 at July 31, 2003 and $163,510
   at October 31, 2002                                   487,094       880,365

 SHAREHOLDERS' DEFICIT
   Preferred stock, $.001 par value; 10,000,000
    shares authorized; none issued and outstanding             -             -
   Common stock, $.001 par value; 44,169,100 shares
    authorized; 16,172,968 shares issued at July
    31, 2003 and 15,074,916 shares issued at
    October 31, 2002                                      16,173        15,075
   Additional paid-in capital                         39,072,166    38,894,064
   Accumulated deficit                               (44,352,635)  (40,631,392)
   Accumulated other comprehensive income               (432,157)     (196,057)
   Treasury stock, 12,022 common shares at cost          (54,870)      (54,870)
   Subscription receivable - common stock                 (1,901)       (1,901)
                                                     -----------   -----------
       Total shareholders' deficit                    (5,753,224)   (1,975,081)
                                                     -----------   -----------
 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT        $  8,517,441  $  9,787,428
                                                     ===========   ===========

  The accompanying notes are an integral part of these consolidated financial
                                  statements.




              DIAL THRU INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

                                            Three Months Ended          Nine Months Ended
                                                 July 31,                    July 31,
                                         ------------------------    ------------------------
                                            2003          2002          2003          2002
                                         ----------    ----------    ----------    ----------
                                                                      
 REVENUES                               $ 5,474,269   $ 6,138,790   $17,142,101   $18,811,698

 COSTS AND EXPENSES
 Cost of revenues                         4,049,387     4,127,502    12,723,169    12,754,660
 Sales and marketing                        215,296       374,681       801,598     1,079,663
 General and administrative               1,233,831     1,767,549     4,060,208     5,740,654
 Depreciation and amortization              429,865       596,065     1,397,229     1,889,148
 Write down of impaired assets              683,678             -       683,678             -
 Sales tax settlement                             -             -       350,000             -
                                         ----------    ----------    ----------    ----------
 Total costs and expenses                 6,612,057     6,865,797    20,015,882    21,464,125
                                         ----------    ----------    ----------    ----------
 Operating loss                          (1,137,788)     (727,007)   (2,873,781)   (2,652,427)

 OTHER INCOME (EXPENSE)
 Interest expense and financing costs      (204,718)     (350,559)     (852,126)     (932,377)
 Foreign exchange                            (4,831)       (5,049)        4,664       (32,071)
 Gain on sales of equipment                       -             -             -         8,553
                                         ----------    ----------    ----------    ----------
 Total other income (expense)              (209,549)     (355,608)     (847,462)     (955,895)
                                         ----------    ----------    ----------    ----------
 NET LOSS                               $(1,347,337)  $(1,082,615)  $(3,721,243)  $(3,608,322)
                                         ==========    ==========    ==========    ==========
 LOSS PER SHARE:
    Basic and diluted loss per share    $    (0.08)   $     (0.07)  $     (0.23)  $     (0.27)
                                         ==========    ==========    ==========    ==========
 SHARES USED IN THE CALCULATION
    OF PER SHARE AMOUNTS:
      Basic and diluted common shares    16,138,033    14,436,350    15,940,612    13,558,049
                                         ==========    ==========    ==========    ==========


 The accompanying notes are an integral part of these consolidated financial statements.




           DIAL THRU INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (unaudited)

                                                          Nine Months Ended
                                                              July 31,
                                                      ------------------------
                                                          2003         2002
                                                      ----------    ----------
 CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $(3,721,243)  $(3,608,322)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Gain from disposal of fixed assets                         -        (8,553)
    Stock and warrants issued for services                     -        13,750
    Bad debt expense                                      30,378       550,120
    Non-cash interest expense                            543,212       684,413
    Depreciation and amortization                      1,397,229     1,889,148
    Effects of changes in foreign exchange rates        (340,215)      (99,621)
    Write down of impaired assets                        683,678             -
    (Increase) decrease in:
      Trade accounts receivable                          135,520      (101,800)
      Prepaid expenses and other current assets          (80,652)     (129,565)
      Other assets                                       (45,632)       24,916
    Increase (decrease) in:
      Trade accounts payable                             158,603    (1,011,715)
      Accrued liabilities                                792,374       600,821
      Deferred revenue                                    36,645       (24,928)
      Deposits and other payables                         (5,634)        1,422
                                                      ----------    ----------
  Net cash used in operating activities                 (415,737)   (1,219,914)
                                                      ----------    ----------

 CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                    (138,709)     (263,769)
  Refund of license fee                                        -     1,424,899
                                                      ----------    ----------
  Net cash provided by (used in) investing activities   (138,709)    1,161,130
                                                      ----------    ----------

 CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable                          1,800,000             -
  Proceeds from related party note payable                     -       300,000
  Proceeds from convertible debentures                         -       550,000
  Payments on capital leases                            (154,041)     (141,395)
  Deferred financing fees                                (82,441)      (92,625)
  Subscription receivable-common stock                         -        15,179
  Payments on convertible debentures                    (443,000)            -
                                                      ----------    ----------
  Net cash provided by financing activities            1,120,518       631,159
                                                      ----------    ----------

 NET INCREASE IN CASH AND CASH EQUIVALENTS               566,072       572,375

 Cash and cash equivalents at beginning of period        488,868        94,985
                                                      ----------    ----------
 Cash and cash equivalents at end of period          $ 1,054,940   $   667,360
                                                      ==========    ==========
 SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING
  AND FINANCING ACTIVITIES
  Conversion of convertible debenture and accrued
    interest to common stock                         $   109,197   $         -
  Fair value of warrants issued with debt                 70,002       176,858
  Conversion of convertible note to common stock               -       500,000
  Exercise of stock options in exchange for
    retirement of 100,000 common shares                        -        70,000
  Acquisition of customer base for payable                     -      (340,931)

  The accompanying notes are an integral part of these consolidated financial
                                  statement



                      DIAL THRU INTERNATIONAL CORPORATION
                               AND SUBSIDIARIES

            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


 NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION

 The consolidated financial statements of Dial Thru International Corporation
 and its subsidiaries, "DTI" or "the Company", included in this Form 10-Q are
 unaudited and do not include all  of the information and footnotes  required
 by  generally  accepted   accounting  principles   for  complete   financial
 statements.  In the  opinion of management,  all adjustments (consisting  of
 normal recurring adjustments) considered  necessary for a fair  presentation
 of the financial position and operating results for the three and nine month
 periods ended July 31, 2003 have  been included.  Operating results for  the
 three and  nine  month periods  ended  July  31, 2003  are  not  necessarily
 indicative of the results  that may be expected  for the fiscal year  ending
 October 31,  2003.   For  further  information, refer  to  the  consolidated
 financial statements and footnotes thereto included in the Company's  annual
 report on Form 10-K for the fiscal year ended October 31, 2002.

 The Company  is a  full service,  facility-based provider  of  communication
 products  to  small  and  medium  size  businesses,  both  domestically  and
 internationally.   The  Company  provides a  variety  of  international  and
 domestic communication services including international dial thru,  Internet
 voice  and  fax  services,   e-commerce  solutions  and  other   value-added
 communication services,  using its  Voice  over Internet  Protocol  ("VoIP")
 Network to effectively deliver these services to the end user.

 In addition  to  helping  customers achieve  significant  savings  on  long-
 distance voice  and fax  calls by  routing calls  over the  Internet or  the
 Company's private network,  the Company  also offers  new opportunities  for
 existing Internet Service Providers who want to expand into voice  services,
 private corporate networks  seeking to lower  long-distance costs, and  Web-
 enabled corporate call centers engaged in electronic commerce.

 The Company  has also  introduced VoIP  to  a new  segment of  customers  by
 delivering a high  quality, reliable  and scaleable  solution that  uniquely
 addresses the needs of the rapidly growing VoIP industry.

 Estimates and Assumptions
 -------------------------
 The  preparation  of  financial  statements  in  conformity  with  generally
 accepted accounting  principles requires  management to  make estimates  and
 assumptions that affect the amounts reported in the financial statements and
 accompanying notes.  Actual results could differ from those estimates.


 NOTE 2 - GOING CONCERN

 The Company has  an accumulated deficit  of approximately  $44.4 million  as
 well as a working capital deficit of approximately $10.1 million as of  July
 31, 2003.   Funding of the  Company's working capital  deficit, current  and
 future operating  losses,  and  expansion will  require  continuing  capital
 investment.  The  Company expects to  fund these  cash requirements  through
 operations, debt facilities and additional equity financing.

 The Company obtained  additional debt  financing of  $1,250,000 in  November
 2002, a portion  of which was  used to repay  the balance  of the  Company's
 April 11, 2001 convertible debenture with Global Capital Funding Group L.P.,
 and $550,000 in July 2003.

 Although the Company  has been able  to arrange debt  facilities and  equity
 financing to date, there can be no assurance that sufficient debt or  equity
 financing will continue to  be available in  the future or  that it will  be
 available on terms acceptable to the Company.  Failure to obtain  sufficient
 capital could  materially  affect  the Company's  operations  and  expansion
 strategies.  As  a  result  of   the  aforementioned  factors  and   related
 uncertainties, there is doubt about the  Company's ability to continue as  a
 going concern.


 NOTE 3 - CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

 The Company provided wholesale services to  a single customer who  accounted
 for 12% of the  overall revenue of  the Company for  the three months  ended
 July 31, 2003.


 NOTE 4 - STOCK-BASED COMPENSATION

 In accordance with SFAS No.  123, "Accounting for Stock-Based  Compensation"
 ("SFAS 123"), the Company accounts for its stock-based employee compensation
 plans using the intrinsic valued method prescribed by Accounting  Principles
 Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB  25")
 and related interpretations.  As such,  compensation expense is recorded  on
 the date of grant to the extent  the current market price of the  underlying
 stock exceeds the  option exercise price.   The Company  did not record  any
 stock-based compensation expense in the three and nine months ended July 31,
 2003 and 2002.

 In December  2002,  the Financial  Accounting  Standards Board  issued  SFAS
 No. 148,  "Accounting  for   Stock-Based  Compensation   -  Transition   and
 Disclosure"  ("SFAS  148"),  which  amends  SFAS  123.   SFAS  148  provides
 alternative methods of transition for a  voluntary change to the fair  value
 based  method  of  accounting  for stock-based  employee  compensation.   In
 addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require
 more prominent and more frequent disclosures in financial statements of  the
 effects of stock-based compensation.  The  Company anticipates that it  will
 continue to  apply APB  25.   Accordingly,  the  Company believes  that  the
 adoption of this  standard will  have no  material impact  on its  financial
 position, results of operations or cash flows.

 Had the Company determined compensation based on the fair value at the grant
 date for its stock options in accordance with  SFAS 123, as amended by  SFAS
 148, net loss and loss per share would have been increased as follows:

                                Three Months                Nine Months
                               Ended July 31,              Ended July 31,
                          ------------------------    ------------------------
                             2003          2002          2003          2002
                          ----------    ----------    ----------    ----------
 Net loss, as reported   $(1,347,337)  $(1,082,615)  $(3,721,243)  $(3,608,322)
 Deduct: Stock based
  employee compensation
  expense determined
  under fair value
  based method              (45,364)       (85,925)     (153,424)     (257,775)
                          ----------    ----------    ----------    ----------
 Pro forma net loss      $(1,392,701)  $(1,168,540)  $(3,874,667)  $(3,866,097)
                          ==========    ==========    ==========    ==========

 Net loss per share
  As reported
   Basic and diluted     $     (0.08)  $     (0.07)  $     (0.23)  $     (0.27)
                          ==========    ==========    ==========    ==========
  Pro forma
   Basic and diluted     $     (0.09)  $     (0.08)  $     (0.24)  $     (0.29)
                          ==========    ==========    ==========    ==========

 The fair values under FAS 123 for options granted were estimated at the date
 of grant using  the Black-Scholes option  pricing model  with the  following
 assumptions:
                                           2003       2002
                                      ------------------------
      Expected life (years)                  3          5
      Interest rate                          4%         4%
      Volatilty                            133%     99% - 157%
      Dividend yield                         0%         0%


 NOTE 5 - ADVERTISING CREDITS

 On September 8,  2000, the Company  issued 914,285 shares  (which are  fully
 vested and non-forfeitable) of  the Company's common  stock in exchange  for
 $3.2 million face value of advertising  credits.  These credits were  issued
 by Millenium Media  Ltd. and  Affluent Media  Network, national  advertising
 agencies and media placement brokers.  The Company recorded the  advertising
 credits on the  date the shares  were issued, September  8, 2000, using  the
 Company's quoted common stock price of $3.3125, totaling $3,028,569.  During
 the fiscal year ended October 31,  2000, the Company recorded an  impairment
 charge of $575,542 to reduce the credits to their estimated fair value,  and
 sold a  portion  of  the  credits  for cash,  reducing  the  balance  by  an
 additional $76,349.  The estimated fair value was established at  the end of
 fiscal 2000 using a discount of 25% off  the face value, which was based  on
 management's estimate  of the  dollar value  of the  credits to  be used  in
 settling various outstanding trade obligations.  Such credits can be used by
 the Company to place  electronic media and  periodical advertisements.   The
 primary use for  the media  credits is  to advertise  products and  services
 domestically.  As the Company's focus  to date has been on foreign  traffic,
 the Company has  not utilized  any of  the media  credits.   The Company  is
 currently developing domestic products  and services and management  intends
 to utilize the media  credits to advertise these  new services.  There is no
 contractual expiration  date  for  these trade  credits  and  there  are  no
 limitations relating to the use of these credits.


 NOTE 6 - NOTES PAYABLE

 Note Payable with Global Capital Funding Group, L.P.
 ----------------------------------------------------
 In November 2002, the  Company executed a 12%  note payable (the  "GC-Note")
 with Global  Capital  Funding  Group,  L.P.,  which  provided  financing  of
 $1,250,000. The GC-Note's maturity date is November 8, 2004.  The GC-Note is
 secured by $1,518,267 of certain property and equipment.  In connection with
 the GC-Note,  the  Company  paid  $47,441  as  financing  fees,  which  were
 capitalized and are being  amortized over the life  of the GC-Note.   During
 the three  and  nine  months  ended July  31,  2003,  the  Company  recorded
 approximately $6,000 and $18,000, respectively, as interest expense relating
 to these deferred financing fees.  The Company also issued to the holder  of
 the GC-Note warrants  to acquire an  aggregate of 500,000  shares of  common
 stock at an exercise price of $0.14 per share, which expire on February  28,
 2008.  The Company  recorded a debt discount  of approximately $46,000,  the
 fair value of the warrants, relating to  the issuance of the warrants.   The
 Company is amortizing the debt  discount over the two  year life of the  GC-
 Note.  During the three and nine months ended July 31, 2003, the Company has
 recorded interest expense of approximately $6,000 and $17,000, respectively,
 relating to the warrants.

 Note Payable with GCA Strategic Investment Fund Limited
 -------------------------------------------------------
 In July 2003, the Company executed a 10% note payable (the "GCA-Note")  with
 GCA Strategic Investment Fund Limited, which provided financing of $550,000.
 The GCA-Note's maturity date is  December 23, 2003.   In the event the  GCA-
 Note is not repaid in full within 10 days of the maturity date, the terms of
 the GCA-Note shall  become the same  as those of  the Second Debenture  (see
 Note 8).   In the event  the terms of  the GCA-Note become  the same as  the
 Second Debenture, the GCA-Note would  have a beneficial conversion  feature.
 In accordance with  EITF 98-5  "Accounting for  Convertible Securities  with
 Beneficial  Conversion  Features   or  Contingently  Adjustable   Conversion
 Ratios", the intrinsic value of the  beneficial conversion feature has  been
 calculated as approximately $104,000 at the commitment date using the  stock
 price as of that date.  The value of the beneficial conversion feature  will
 only be recorded at  the date in  which the future  event occurs, which,  in
 this case, is 10 days after  the maturity date of  the note.  In  connection
 with the GCA-Note,  the Company paid  $35,000 as financing  fees, which  are
 being amortized over the life  of the GCA-Note.   During the three and  nine
 months ended July  31, 2003, the  Company recorded  approximately $2,000  as
 interest expense relating  to these deferred  financing fees.   The  Company
 also issued to the holder of  the GCA-Note warrants to acquire an  aggregate
 of 100,000 shares of common stock at  an exercise price of $0.14 per  share,
 which expire on  July 24, 2008.   The Company  recorded a  debt discount  of
 approximately $7,000,  the  fair value  of  the warrants,  relating  to  the
 issuance of the warrants.  The Company will amortize the debt discount  over
 the life of the GCA-Note, beginning in the fourth quarter of fiscal 2003.


 NOTE 7 - NOTES PAYABLE - RELATED PARTIES

 In October 2001,  the Company executed  10% convertible notes  (the "Notes")
 with three  executives  of  the Company,  which  provided  financing in  the
 aggregate principal amount of $1,945,958. The original maturity date of each
 note was  October 24,  2003.   In  January 2003,  the  Company extended  the
 maturity date of each note to  February 24, 2004.  The Notes  are secured by
 certain Company assets.  Each Note is convertible  into the Company's common
 stock  at  the  option of the  holder at  any  time.  The  conversion  price
 is  equal to the  closing bid price  of the Company's  common stock  on  the
 last trading  day immediately  preceding  the  conversion.  The  Company has
 calculated the  beneficial  conversion  feature  embedded  in the  Notes  in
 accordance with EITF No.  00-27 and recorded debt  discount of approximately
 $171,000 which is being amortized over  two years.  The  Company also issued
 to the holders of  the Notes warrants to  acquire an aggregate  of 1,945,958
 shares of common stock at an exercise price of $0.78 per share, which expire
 on October 24, 2006.  Additional debt discount of approximately $657,000 was
 recorded during  the  fourth  quarter  of  fiscal  2001  relating  to  these
 warrants.  The Company determined the additional debt discount by allocating
 the relative  fair value  to the  Notes and  the warrants.   The  Company is
 amortizing the additional debt discount over the life of  the Notes.  During
 the three and  nine months  ended July  31, 2003,  the Company  has recorded
 approximately $102,000 and $307,000, respectively, of  interest expense.  In
 January 2002, an additional $102,433 was added to the  Notes in exchange for
 an existing note  payable.   The Company also  issued to  the holder  of the
 Notes warrants to acquire an additional 102,433 shares of common stock at an
 exercise price of $0.75, which expire on January 28,  2007.  Additional debt
 discount, related to these  warrants, of approximately $24,000  was recorded
 during  the  first  quarter  of  fiscal  2002.  The Company  determined  the
 additional debt discount by allocating the relative fair  value to the Notes
 and the warrants.   The Company is  amortizing the additional  debt discount
 over the remaining  life of  the Notes.   During the  three and  nine months
 ended July  31, 2003,  the  Company has  recorded  approximately $3,000  and
 $10,000, respectively, of  interest expense  relating to  the warrants.   In
 July 2002,  an additional  $300,000  was added  to  the Notes,  representing
 incremental monies loaned by a shareholder.  The Company  also issued to the
 holder of  the Notes  warrants to  acquire an  additional 300,000  shares of
 common stock at an  exercise price of $0.75,  which expire on July  8, 2007.
 Additional debt discount of  approximately $22,000 was recorded  as interest
 expense during the third quarter of fiscal 2002  relating to these warrants.
 The Company  determined  the  additional  debt  discount by  allocating  the
 relative fair value to the Notes and the warrants.


 NOTE 8 - CONVERTIBLE DEBENTURES

 Convertible Debenture with Global Capital Funding Group L.P.
 ------------------------------------------------------------
 In April  2001,  the  Company  executed  a  6%  convertible  debenture  (the
 "Debenture") with  Global  Capital  Funding  Group  L.P.  ("Global"),  which
 provided  financing  of  $1,000,000.   In  November  2002,  the  Debenture's
 outstanding balance of $443,000 was paid  in full following the issuance  of
 the GC-Note  (see Note  6).   In November  2002, the  remaining  unamortized
 deferred financing  fees of  approximately $131,000  on the  Debenture  were
 recorded as interest  expense.  During  the three months  ended January  31,
 2003, Global converted $50,875 of debt  and $4,859 of accrued interest  into
 approximately 724,000 shares of the Company's common stock.

 Convertible Debenture with GCA Strategic Investment Fund Limited
 ----------------------------------------------------------------
 In January  2002,  the Company  executed  a 6%  convertible  debenture  (the
 "Second Debenture")  with GCA  Strategic  Investment Fund  Limited  ("GCA"),
 which  provided  financing  of  $550,000.  The Second  Debenture's  original
 maturity date was  January 28,  2003.  The  Second Debenture  is secured  by
 certain property and equipment held for sale.  The conversion price is equal
 to the lesser of (i) 100% of the  volume weighted average of sales price  as
 reported by the Bloomberg L.P. of the  common stock on the last trading  day
 immediately preceding the Closing  Date and (ii) 85%  of the average of  the
 three lowest volume weighted average sales  prices as reported by  Bloomberg
 L.P. during the twenty Trading Days immediately preceding but not  including
 the date  of  the related  Notice  of Conversion  (the  "Formula  Conversion
 Price").  In an event of default the amount declared due and payable on  the
 Debenture shall be at the Formula Conversion Price.  In connection with  the
 Second Debenture, the  Company paid $92,625  in financing  fees, which  were
 amortized over the original life of the Second Debenture.  During the  three
 and nine  months ended  July 31,  2003, the  Company has  recorded  interest
 expense of approximately  $0 and  $23,000, respectively,  relating to  these
 financing fees.   The Company calculated  the beneficial conversion  feature
 embedded in  the Second  Debenture in  accordance with  EITF No.  00-27  and
 recorded approximately $114,000 as  debt discount.   This debt discount  was
 amortized over the original life of the Second Debenture.  For the three and
 nine months ended July 31, 2003,  the Company has recorded approximately  $0
 and $28,000, respectively, as interest expense relating to the  amortization
 of the  debt  discount.   The  Company also  issued  to the  holder  of  the
 debenture warrants to acquire an aggregate of 50,000 shares of common  stock
 at an exercise price of $0.41 per  share, which expire on January 28,  2007.
 The Company recorded debt discount of  approximately $17,000 related to  the
 issuance of  the warrants.   The  Company determined  the debt  discount  by
 allocating the relative fair value to the Second Debenture and the warrants,
 and the Company amortized  the debt discount over  the original life of  the
 Second Debenture.  For the  three and nine months  ended July 31, 2003,  the
 Company has  recorded  interest  expense of  approximately  $0  and  $4,000,
 respectively, relating to the warrants.

 In January 2003, the Company and GCA  agreed to extend the maturity date  of
 the Second  Debenture  to November  8,  2004.   In  consideration  for  this
 extension, in February 2003, the Company adjusted the exercise price of  the
 previously issued warrants to $0.21 per  share.  The Company also issued  to
 the holder  of  the Second  Debenture  warrants to  purchase  an  additional
 100,000 shares of common stock also at an exercise price of $0.21 per share,
 which expire on  February 8,  2008.   The Company  recorded additional  debt
 discount of  approximately $17,000  related to  the warrant  exercise  price
 adjustment and the issuance of the new warrants.  The Company is  amortizing
 the additional debt discount over  the Second Debenture's extension  period.
 For the three and nine months ended July 31, 2003, the Company has  recorded
 interest expense of approximately $2,000 and $4,000, respectively,  relating
 to the warrants.

 During the three and nine months ended July 31, 2003, GCA converted  $15,000
 and $50,000  of  debt,  respectively,  and  $1,192  and  $3,463  of  accrued
 interest, respectively, into approximately 153,000 and 374,000 shares of the
 Company's common stock, respectively.


 NOTE 9 - IMPAIRMENT OF ASSETS

 The Company accounts for the impairment and disposition of long-lived assets
 other than goodwill  in accordance  with Statement  of Financial  Accounting
 Standards ("SFAS") No. 144,  "Accounting for the  Impairment or Disposal  of
 Long-Lived Assets".  In accordance with SFAS No. 144, long-lived assets  are
 reviewed for impairment whenever events or changes in circumstances indicate
 that their carrying value may not be recoverable.  These evaluations include
 comparing the  future  undiscounted  cash flows  of  such  assets  to  their
 carrying value.   The  Company  recognizes an  impairment  loss only  if  an
 impairment is indicated by its carrying value not being recoverable  through
 undiscounted cash flows.  The impairment loss is the difference between  the
 carrying amount and the fair value  of the asset estimated using  discounted
 cash flows.  During the three months ended July 31, 2003, the Company  wrote
 off certain assets of its German  subsidiary which were considered  impaired
 as a result of an insolvency filing during August 2003 (see Note 12).  These
 assets consist of property and equipment  totaling $382,498 and $301,180  of
 intangible assets.  These assets were determined to be impaired as they have
 no future revenue stream and no sale value.  The write off of these impaired
 assets is presented as a separate line item in the accompanying consolidated
 statement of operations.


 NOTE 10 - COMMITMENTS AND CONTINGENCIES

 On June  12, 2001,  Cygnus  Telecommunications Technology,  LLC  ("Cygnus"),
 filed a patent  infringement suit (case  no. 01-6052) in  the United  States
 District  court,  Central  District  of  California,  with  respect  to  the
 Company's "international reorigination" technology.   The injunctive  relief
 that Cygnus sought  in this suit  has been denied,  but Cygnus continues  to
 seek a license fee for the use of the technology.  The Company believes that
 no license fee  is required  as the technology  described in  the patent  is
 different from the technology used by the Company.

 In August  2002, Cygnus  filed  a motion  for  a preliminary  injunction  to
 prevent the Company  from providing "reorigination"  services.  The  Company
 filed a cross motion for summary judgment of non-infringement.  Both motions
 were denied.   On  August 22,  2003,  the Company  refilled the  motion  for
 summary judgment  for non-infringement.   The  Company  has not  received  a
 decision regarding this filing.  The  Company intends to continue  defending
 this case vigorously, though its ultimate legal and financial liability with
 respect to such legal proceeding cannot  be estimated with any certainty  at
 this time.

 The State of Texas  ("State") performed a sales  tax audit of the  Company's
 former parent, Canmax Retail Systems ("Canmax"), for the years 1995 to 1999.
 The State determined that  the Company did not  properly remit sales tax  on
 certain transactions,  including asset  purchases and  software  development
 projects  that  Canmax  performed  for  specific  customers.  The  Company's
 current and former managements filed  exceptions, through its outside  sales
 tax consultant, to  the State's  audit findings,  including the  non-taxable
 nature of certain transactions  and the failure of  the State to credit  the
 Company's account for  sales tax remittances.   In  correspondence from  the
 State in  June 2003,  the State  agreed to  consider offsetting  remittances
 received by  Canmax during  the audit  period.   The  State has  refused  to
 consider other potential offsets.  Based on this correspondence, the Company
 recorded an estimated liability of approximately $350,000 during the quarter
 ended April 30, 2003.   The entire estimated  liability of $350,000  remains
 accrued at July 31, 2003.

 The Company is continuing  to pursue its options  to appeal the decision  by
 the State.  Furthermore, the Company is aggressively pursuing the collection
 of unpaid sales taxes from former customers of Canmax.


 NOTE 11 - RECLASSIFICATIONS

 Certain reclassifications  were  made  to the  2002  consolidated  financial
 statements to conform to current year presentation.


 NOTE 12 - SUBSEQUENT EVENT

 On  August   1,  2003,   the  Company's   German  Subsidiary,   Rapid  Link
 Telecommunications GmbH ("RLGmbH"),  received approval  for it's insolvency
 filing.  RLGmbH has  been turned over to  a trustee who  is responsible for
 liquidating the operation.   The Company believes that  creditors of RLGmbH
 will  have  no  recourse  against  the  Company.   Upon  completion  of the
 liquidation, the  Company  will record  an  entry to  remove  all remaining
 assets and liabilities from its  books.  Past operations  of RLGmbH will be
 categorized  on   the  Consolidated   Statement  of   Operations   as  from
 Discontinued Operations.

 The following table  presents selected unaudited  financial information for
 RLGmbH at July 31, 2003:

 Current Assets      $        405,449
 Total Assets        $        405,449
 Total Liabilities   $      3,558,682

                     Three Months Ended     Nine Months Ended
                       July 31, 2003          July 31, 2003
                      -----------------      ----------------
 Revenue             $        873,633       $     3,645,829
 Net Loss            $        949,482       $     1,519,558


 ITEM 2. MANAGEMENT'S DISCUSSION AND ANAYLYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

 The following discussion and analysis of financial condition and results  of
 operations covers the three and nine months ended July 31, 2003 and 2002 and
 should be read in  conjunction with our financial  statements and the  notes
 thereto.

 FORWARD-LOOKING STATEMENTS

 This quarterly  report on  Form 10-Q  contains "forward-looking  statements"
 within the meaning of Section 27A of the Securities Act of 1933 and  Section
 21E of  the Securities  Exchange Act  of 1934.  These statements  relate  to
 expectations concerning matters that are not historical facts. Words such as
 "projects",  "believe",   "anticipates",  "estimate",   "plans",   "expect",
 "intends", and  similar  words  and expressions  are  intended  to  identify
 forward-looking statements. Although we  believes that such  forward-looking
 statements are reasonable, we cannot assure you that such expectations  will
 prove to be  correct.   Factors that could  cause actual  results to  differ
 materially from such expectations are disclosed in our annual report on Form
 10-K for  the year  ended October  31,  2002.   All of  our  forward-looking
 statements are expressly qualified in their entirety by such language and we
 do not undertake  any obligation to  update any forward-looking  statements.
 You are also urged to carefully review and consider the various  disclosures
 we have made  throughout this  report on  Form 10-Q  which describe  certain
 factors which affect our business.

 General

 On November 2, 1999, we consummated  the DTI Acquisition and, in the  second
 quarter of fiscal 2000,  we shifted focus toward  our global VoIP  strategy.
 This change in focus has lead to  a significant shift from our prepaid  long
 distance operations toward higher margin international wholesale and  retail
 telecommunication opportunities.  This  strategy  allows us  to  form  local
 partnerships with foreign Postal,  Telephone and Telegraph companies  (those
 entities responsible for  providing telecommunications  services in  foreign
 markets and are usually  government owned or controlled)  and to provide  IP
 enabled services based  on the in-country  regulatory environment  affecting
 telecommunications  and  data  providers.  In  the  third  quarter of fiscal
 2000,  we  further  concentrated  our  efforts  toward   our   global   VoIP
 telecommunications  strategy  by  moving  our  operations  to  Los  Angeles,
 California.  This refocusing and consolidation of operations has resulted in
 not only  greater savings,  but also  higher  profits and  more  sustainable
 revenues. This  consolidation  and reduction  in  staff has  allowed  us  to
 significantly reduce our overhead, and although our operations have not  yet
 produced positive cash flow, we believe  that continued cost reductions  and
 moderate revenue growth would  allow us to achieve  positive results in  the
 near future.

 On  October  12,  2001,  we  completed  the  acquisition  from  Rapid  Link,
 Incorporated ("Rapid Link")  of certain  assets and  executory contracts  of
 Rapid  Link,  USA,  Inc.  and  100%  of  the  common  stock  of  Rapid  Link
 Telecommunications, GmbH, a German company.  Rapid Link provided  integrated
 data  and  voice  communications  services  to  both  wholesale  and  retail
 customers around  the world.  Rapid Link  built a  large residential  retail
 customer base  in  Europe and  Asia,  using  Rapid Link's  network  to  make
 international  calls  anywhere  in  the  world.   Furthermore,   Rapid  Link
 developed a VoIP network  using Clarent and Cisco  technology which we  have
 used to take advantage of wholesale opportunities where rapid deployment and
 time to market are critical.   A significant portion  of our revenue in  our
 2002 fiscal year was derived from the operating assets acquired through  our
 Rapid Link acquisition.

 On November  19, 2002  we  entered into  an  agreement with  Global  Capital
 Funding Group, L.P. that provided us with a two year loan of $1.25  million.
 A portion of  the proceeds  from this  financing were  used to  pay off  the
 remaining balance  of  Dial Thru's  April  2001 convertible  debenture  with
 Global Capital while the  remaining $807,000 has been  and will be used  for
 our ongoing working capital needs.

 On July 24, 2003, we entered into an agreement with GCA Strategic Investment
 Fund Limited that provided us with  a short-term loan of $550,000 which  has
 been and will be used for our ongoing working capital needs.

 On August 1, 2003, our German Subsidiary, Rapid Link Telecommunications GmbH
 received approval for it's insolvency filing  and has been turned over to  a
 trustee who is responsible for liquidating the operation.

 Critical Accounting Policies

 The consolidated financial statements include our accounts and those of  our
 majority-owned subsidiaries.  The  preparation of  financial  statements  in
 conformity with  accounting  principles  generally accepted  in  the  United
 States  requires  us   to  make   estimates  and   assumptions  in   certain
 circumstances that affect amounts reported in the accompanying  consolidated
 financial statements and related footnotes.  In preparing these consolidated
 financial statements,  we  have  made certain  estimates  and  judgments  of
 amounts included  in  the  consolidated  financial  statements,  giving  due
 consideration to materiality.  The application of these accounting  policies
 involves  the  exercise  of  judgment  and  use  of  available  information,
 historical results and other assumptions.  As a result, actual results could
 differ from these estimates.

 Revenue Recognition

 Our revenues are generated at the time a customer uses our network to make a
 phone call.   We sell  our services  to small  and medium-sized  enterprises
 ("SMEs") and  end-users  who  utilize  our  network  for  international  re-
 origination and dial thru services, and to other providers of long  distance
 usage  who  utilize  our  network  to  deliver  domestic  and  international
 termination of minutes to their own customers.  At times, we receive payment
 from our customers in  advance of their usage,  which we record as  deferred
 revenue, recognizing revenue as calls are made.  The Securities and Exchange
 Commission's Staff  Accounting  Bulletin  No.  101,  "Revenue  Recognition",
 provides guidance  on  the  application  of  generally  accepted  accounting
 principles to selected revenue recognition issues.   We have concluded  that
 our revenue  recognition  policy  is  appropriate  and  in  accordance  with
 generally accepted accounting principles and SAB No. 101.

 Allowance for Uncollectible Accounts Receivable

 Accounts receivable are reduced by an allowance for amounts that may  become
 uncollectible in the future.  All of our receivables are due from commercial
 enterprises  and  residential  users  in  both  domestic  and  international
 markets.   The  estimated  allowance  for  uncollectible  amounts  is  based
 primarily on our evaluation of the financial condition of the customer,  and
 our estimation of the customer's willingness to pay amounts due.  We  review
 our credit  policies  on  a regular  basis  and  analyze the  risk  of  each
 prospective customer individually in order to minimize our risk.

 Goodwill, Intangible and Other Long-Lived Assets

 Property, plant  and  equipment,  certain intangible  and  other  long-lived
 assets are amortized over their useful lives.  Useful lives are based on our
 estimate of the period that the  assets will generate revenue.  Goodwill  is
 assessed for impairment at  least annually.   Goodwill and other  intangible
 assets  are  reviewed   for  impairment  whenever   events  or  changes   in
 circumstances indicate  that the  carrying amount  of an  asset may  not  be
 recoverable.

 Financing,  Warrants   and  Amortization   of   Warrants  and   Fair   Value
 Determination

 We have traditionally financed our operations  through the issuance of  debt
 instruments that are convertible into our common stock, at conversion  rates
 at or  below the  fair market  value of  our  common stock  at the  time  of
 conversion,  and  typically  include  the issuance  of  warrants.   We  have
 recorded these  financing transactions  in accordance  with Emerging  Issues
 Task Force No. 00-27.  Accordingly,  we recognize the beneficial  conversion
 feature imbedded  in  the financings  and  the  fair value  of  the  related
 warrants on  the balance  sheet as  debt  discount.   The debt  discount  is
 amortized over the life of the respective debt instrument.

 Carrier Disputes

 We review  our vendor  bills on  a monthly  basis and  periodically  dispute
 amounts invoiced by  our carriers.   We  record cost  of revenues  excluding
 these disputed amounts.  We review  our outstanding disputes on a  quarterly
 basis as part of the overall review of our accrued carrier costs, and adjust
 our liability based on management's estimate of amounts owed.
 Components of Statements of Operations

 Revenues

 Our primary  source  of  revenue  is  the sale  of  voice  and  fax  traffic
 internationally over  our  VoIP  network,  which  is  measured  in  minutes,
 primarily to SMEs, residential  users, and wholesale  customers.  We  charge
 our customers a fee per minute of usage that is dependent on the destination
 of the call and is recognized in the period in which the call is completed.

 Costs of Revenues

 Our costs  of revenues  are termination  fees, purchased  minutes and  fixed
 costs for specific international and domestic Internet circuits and  private
 lines used to  transport our  minutes. Termination  fees are  paid to  local
 service providers and other international and domestic carriers to terminate
 calls received from our network. This  traffic is measured in minutes, at  a
 negotiated contract cost per minute.

 General and Administrative Expenses

 General and administrative expenses include salaries, payroll taxes, benefit
 expenses and  related  costs  for  general  corporate  functions,  including
 executive management,  finance  and administration,  legal  and  regulatory,
 information technology  and human  resources. Sales  and marketing  expenses
 include salaries, payroll taxes,  benefits and commissions  that we pay  for
 sales  personnel   and  advertising   and  marketing   programs,   including
 expenses relating to our  outside public relations  firms. Interest  expense
 and financing  costs  relate  primarily  to  the  amortization  of  deferred
 financing fees and debt discounts on our various debt instruments.

 RESULTS OF OPERATIONS - COMPARISON OF THE THREE AND NINE MONTHS ENDED JULY
 31, 2003 AND 2002

 REVENUES

 For the  three  months  ended  July  31,  2003,  we  generated  revenues  of
 $5,474,000, a decrease of  $665,000, or 11%, from  the same period in  2002.
 For the three months ended July 31, 2003,  43% and 57% of our revenues  were
 derived from our retail and  wholesale customers, respectively, compared  to
 58% and 42%, respectively,  for the three  months ended July  31, 2002.   In
 absolute dollars,  our wholesale  revenues have  increased by  19% from  the
 three months ended July 31, 2002 compared to the three months ended July  31
 2003, while our retail  revenues have decreased by  33% over the  comparable
 period.

 For  the  nine  months  ended  July  31,  2003,  we  generated  revenues  of
 $17,142,000 a decrease of $1,670,000, or  9%, over the same period in  2002.
 For the nine months ended July 31, 2003, our retail and wholesale  customers
 each  accounted  for  50%  of  our  revenues,  compared  to  60%  and   40%,
 respectively, for the nine months ended July 31, 2002.  In absolute dollars,
 our wholesale revenues have increased by 15% from the nine months ended July
 31, 2002 compared to the nine months  ended July 31, 2003, while our  retail
 revenues have decreased by 25% over the comparable period.

 The decrease in retail revenues for the three and nine months ended July 31,
 2003 is  primarily  attributable to  increased  competition in  our  largest
 foreign markets, including competition from  the incumbent phone company  in
 each market.  The increase  in wholesale  revenues for  the three  and  nine
 months ended July  31, 2003 is  attributable to additions  to our  wholesale
 sales force which focuses on developing greater wholesale opportunities.  We
 are exploring opportunities to grow our  retail business through use of  our
 advertising credits and newspaper advertising.

 OPERATING EXPENSES

 Costs of revenues: During the three months ended July 31, 2003 and 2002,  we
 incurred total costs of revenues of $4,049,000 and $4,128,000, respectively,
 or 74% and 67% of revenues, respectively.  During the nine months ended July
 31, 2003  and  2002,  we incurred total costs of revenues of $12,723,000 and
 $12,755,000, respectively,  or  74%  and 68% of revenues, respectively.  Our
 costs of revenues as a percentage of revenues has increased due to a decline
 in  our  retail  traffic  which  realizes  higher margins than our wholesale
 traffic.  Costs of revenues as a percentage of revenues will fluctuate, from
 period  to  period,  depending on the traffic mix between  our wholesale and
 retail products.

 General and Administrative Expenses: During the three months ended July  31,
 2003 and  2002, we  incurred total  general and  administrative expenses  of
 $1,234,000 and  $1,768,000,  respectively,  or  23%  and  29%  of  revenues,
 respectively.   During the  nine months  ended July  31, 2003  and 2002,  we
 incurred  total  general  and  administrative  expenses  of  $4,060,000  and
 $5,741,000,  respectively,  or  24%  and  31%  or  revenues,   respectively.
 Included in  general and  administrative expenses  is  bad debt  expense  of
 $1,000 and  $136,000 for  the three  months ended  July 31,  2003 and  2002,
 respectively, and $30,000 and  $550,000 for the nine  months ended July  31,
 2003 and 2002,  respectively.  Bad  debt expense for  the nine months  ended
 July 31, 2002 is  primarily attributable to  non-payment from one  wholesale
 customer. We have implemented strict credit policies and systems to  closely
 monitor our wholesale traffic daily to reduce the risk of bad debt.  We have
 further reduced  our  general  and  administrative  costs  by  approximately
 $309,000 and $900,000, for  the three and nine  months ended July 31,  2003,
 respectively, through  the elimination  of personnel  and personnel  related
 costs.  We  review our general  and administrative  expenses regularly,  and
 continue to  manage  the  costs  accordingly  to  support  the  current  and
 anticipated future business.

 Sales and Marketing Expenses:  During the three months  ended July 31,  2003
 and  2002,  sales  and  marketing  expenses  were  $215,000  and   $375,000,
 respectively, or  4% and  6% of  revenues, respectively.   During  the  nine
 months ended  July 31,  2003 and  2002, sales  and marketing  expenses  were
 $802,000  and  $1,080,000,   respectively,  or  5%   and  6%  of   revenues,
 respectively.  A majority of our revenues are generated by outside agents or
 through newspaper and periodical  advertising, which is  managed by a  small
 in-house sales and marketing  organization.  We will  continue to focus  our
 sales and  marketing efforts  on newspaper  and periodical  advertising  and
 agent related expenses  to generate  additional revenues.   The  use of  our
 advertising credits is expected to increase sales and marketing expenses  in
 absolute dollars in future periods.

 DEPRECIATION AND AMORTIZATION

 Depreciation and amortization  expenses were $430,000  and $596,000 for  the
 three months ended July 31, 2003 and 2002, respectively, and $1,397,000  and
 $1,889,000 for the nine months ended  July 31, 2003 and 2002,  respectively.
 Depreciation and amortization has decreased as a portion of our assets still
 in use have  become fully depreciated,  including a majority  of the  assets
 acquired from Rapid Link.  A majority of  our depreciation and  amortization
 expense relates to the equipment utilized in our VoIP network.

 WRITE DOWN OF IMPAIRED ASSETS

 In connection with the  insolvency filing of  our Germany Subsidiary,  Rapid
 Link Telecommunications, GmbH, on August 1,  2003, we reviewed the  carrying
 value of  its  long term  assets,  principally property  and  equipment  and
 intangibles and determined that they were impaired.  Accordingly, during the
 three months ended July 31, 2003, we recorded an impairment charge  totaling
 $684,000 relating to these impaired assets.

 SALES TAX SETTLEMENT

 We recorded an expense of $350,000 during the quarter ended April 30,  2003.
 This estimated cost is attributable to audit findings on our former  parent,
 Canmax Retail Systems, from the State of  Texas for the years 1995 to  1999.
 The State of Texas determined  that we did not  properly remit sales tax  on
 certain  transactions.   Our  current  and  former  managements  have  filed
 exceptions, through our outside sales tax  consultant, to the State's  audit
 findings.  (See Note 10.)

 INTEREST EXPENSE AND FINANCING COSTS

 Interest expense  and financing  costs were  $205,000 and  $351,000 for  the
 three months ended July  31, 2003 and 2002,  respectively, and $852,000  and
 $932,000 for the  nine months ended  July 31, 2003  and 2002,  respectively.
 Interest expense and financing costs are primarily attributable to  interest
 amounts due on notes, the amortization  of deferred financing fees and  debt
 discounts relating to our various debt instruments.

 NET LOSS

 As a result of the foregoing, for the  three months ended July 31, 2003  and
 2002, we incurred a net loss of $1,347,000 or $0.08 per share and $1,083,000
 or $0.07 per share, respectively.  For  the nine months ended July 31,  2003
 and 2002,  we incurred  a net  loss of  $3,721,000 or  $0.23 per  share  and
 $3,608,000 or $0.27 per share, respectively.

 LIQUIDITY AND CAPITAL RESOURCES

 The growth model for our  business is scaleable, but  the rate of growth  is
 dependent on the  availability of  future financing  for capital  resources.
 Our funding  of  additional  infrastructure  development  will  be  provided
 through the  operations of  our telecommunications  business and  externally
 through debt and/or equity  offerings.  We plan  to obtain vendor  financing
 for any equipment needs  associated with expansion.   We believe that,  with
 sufficient capital, we can  significantly accelerate our  growth plan.   Our
 failure to obtain additional financing could delay the implementation of our
 business plan and have a material adverse effect on our business,  financial
 condition and operating results.

 At July 31, 2003, we had cash and cash equivalents of $1,055,000 an increase
 of $566,000 from the balance at October 31, 2002.   As of July 31, 2003,  we
 had a working capital deficit of $10,069,000, compared to a working  capital
 deficit of $8,804,000 at October 31, 2002.  As of July 31, 2003, our current
 assets of $2,487,000 included net  accounts receivable of $1,204,000,  which
 has decreased from the balance of $1,370,000 at October 31, 2002 as a result
 of the Company implementing more stringent credit requirements during fiscal
 2002.

 Net cash used in operating activities was $416,000 for the nine months ended
 July 31, 2003,  compared to $1,220,000  for the nine  months ended July  31,
 2002.  The net cash used in  operating activities for the nine months  ended
 July 31, 2003 was primarily  due to a net  loss of $3,721,000 adjusted  for:
 non-cash interest  expense of  $543,000;  depreciation and  amortization  of
 $1,397,000; effects  of changes  in foreign  exchange rates  of  ($340,000);
 write down of  impaired assets  of $683,000;  and net  changes in  operating
 assets and liabilities  of $991,000.   For the  nine months  ended July  31,
 2002, the net cash used in operating  activities was primarily due to a  net
 loss of $3,608,000 adjusted for: bad debt expense of $550,000;  depreciation
 and amortization  of  $1,889,000;  non-cash interest  expense  of  $684,000;
 effects of changes in foreign exchange rates of ($100,000); and net  changes
 in operating assets and liabilities of ($640,000).

 During the  nine months  ended July  31, 2003,  net cash  used in  investing
 activities  was  $139,000,  compared  to  net  cash  provided  by  investing
 activities of $1,161,000 for the nine months  ended July 31, 2002.  The  net
 cash used in investing activities for the nine months ended July 31, 2003 is
 due to capital expenditures of $139,000.  For the nine months ended July 31,
 2002, net cash provided by investing activities is primarily attributable to
 a refund of a license fee previously paid on behalf of our German subsidiary
 of $1,425,000 offset by capital expenditures of $264,000.

 Net cash provided by financing activities for the nine months ended July 31,
 2003, totaled $1,121,000,  compared to $631,000  for the  nine months  ended
 July 31,  2002.   For  the  nine months  ended  July 31,  2003,  significant
 components of net cash provided  by financing activities include  $1,800,000
 in net  proceeds from  notes  payable, offset  by  $443,000 in  payments  on
 convertible debentures, $154,000 in payments on capital leases, and  $82,000
 of deferred financing fees.   For the nine months  ended July 31, 2002,  the
 significant components of net cash provided by financing activities  include
 $550,000 in proceeds from the issuance of a convertible debenture,  $300,000
 in proceeds from the issuance of a related party note, offset by $141,000 in
 payments on capital leases, and $93,000 of deferred financing fees.

 We are subject  to various  risks in connection  with the  operation of  our
 business including, among other things, (i) changes in external  competitive
 market factors, (ii)  inability to  satisfy anticipated  working capital  or
 other cash requirements, (iii) changes  in the availability of  transmission
 facilities,   (iv) changes  in  our business  strategy  or an  inability  to
 execute our strategy due to unanticipated changes in the market, (v) various
 competitive factors that may prevent us  from competing successfully in  the
 marketplace, (vi) our  lack of  liquidity, and  (vii) our  ability to  raise
 additional capital.  We have an  accumulated deficit of approximately  $43.7
 million as  of July  31, 2003,  as  well as  a  working capital  deficit  of
 approximately  $10.1  million.  Funding  of  our  working  capital  deficit,
 current and future operating losses,  and expansion will require  continuing
 capital investment.  Our strategy is to fund these cash requirements through
 operations, debt facilities and additional equity financing.  As of the date
 of this report:

   1. we obtained additional debt  financing of $1,250,000 in November  2002,
      a portion of which was used to fully pay the April 11, 2001 convertible
      debenture with Global Capital Funding Group L.P.
   2. we and  GCA Strategic  Investment  Fund Limited  agreed to  extend  the
      maturity date of the  January 2002 debenture from  January 28, 2003  to
      November 8, 2004.
   3. we obtained additional financing of $550,000 in July 2003.

 Although we have been able to  arrange debt facilities and equity  financing
 to date, there can be no assurance that sufficient debt or equity  financing
 will  continue  to  be  available in the future or that it will be available
 on  terms acceptable to us.  Failure  to  obtain  sufficient  capital  could
 materially affect the Company's operations and  expansion strategies.  As  a
 result of the  aforementioned factors  and related  uncertainties, there  is
 doubt about our Company's ability to continue as a going concern.

 Our current capital expenditure requirements are not significant,  primarily
 due to the equipment acquired from Rapid Link.  Our capital expenditures for
 the nine months ended July 31, 2003  were $139,000 and we do not  anticipate
 significant spending for the remainder of fiscal 2003.

 In April 2001, we  executed a 6% convertible  debenture with Global  Capital
 Funding Group L.P, which provided financing of $1,000,000.  During  November
 2002, the Debenture's outstanding balance of $443,000 was paid in full.

 In October 2001, we executed 10% convertible notes (the "Notes") with  three
 of our executives, who provided an  aggregate financing of $1,945,958.   The
 original maturity date of each note was October 24, 2003.  In January  2003,
 we extended the maturity date of each note to February 24, 2004.  The  Notes
 are secured by certain  Company assets and are  convertible into our  common
 stock at any time prior to maturity.   The conversion price is equal to  the
 closing bid price of  our common stock on  the last trading day  immediately
 preceding the  conversion.   We also  issued  to the  holders of  the  Notes
 warrants to acquire an aggregate of  1,945,958 shares of common stock at  an
 exercise price of $0.78  per share, which  expire on October  24, 2006.   In
 January 2002, an additional $102,433 was added to the Notes in exchange  for
 an existing  note payable.   We  also  issued to  the  holder of  the  Notes
 warrants to  acquire an  additional 102,433  shares of  common stock  at  an
 exercise price of $0.75, which expire on January 28, 2007.  In July 2002, an
 additional $300,000 was added to the Notes, representing incremental  monies
 loaned by an executive.  We also issued to the holder of the Notes, warrants
 to acquire an additional 300,000 shares of common stock at an exercise price
 of $0.75, which expire on July 8, 2007.

 In January  2002,  we  executed a  6%  convertible  debenture  (the  "Second
 Debenture") with Global Capital Funding Group L.P, which provided  financing
 of $550,000.  The Second Debenture's original maturity date was January  28,
 2003.  The conversion price is equal to the lesser of (i) 100% of the volume
 weighted average of  sales price as  reported by the  Bloomberg L.P. of  the
 common stock on the last trading day immediately preceding the Closing  Date
 ("Fixed Conversion Price")  and (ii)  85% of the  average of  the three  (3)
 lowest volume weighted average  sales prices as  reported by Bloomberg  L.P.
 during the twenty (20) Trading Days immediately preceding but not  including
 the date of  the related  Notice of  Conversion ("the   "Formula  Conversion
 Price").  In an event of default the amount declared due and payable on  the
 Second Debenture shall be at the  Formula Conversion Price.  We also  issued
 to the holder of the Second  Debenture warrants to acquire 50,000 shares  of
 common stock at an exercise price of $0.41 per share which expire on January
 28, 2007.   In January 2003,  we extended the  maturity date  of the  Second
 Debenture to November  8, 2004.   In  consideration for  this extension,  in
 February 2003,  we adjusted  the exercise  price  of the  previously  issued
 warrants to  $0.21 per  share and  issued  additional warrants  to  purchase
 100,000 shares of common stock also at an exercise price of $0.21 per share,
 which warrants expire on February 8, 2008.

 To the extent that  these Convertible Debentures  are converted into  common
 stock, a significant number of shares of  common stock may be sold into  the
 market, which could  decrease the price  of our common  stock and  encourage
 shorts sales by selling security holders or others.  Short sales could place
 further downward pressure on the price of  our common stock.  In that  case,
 we could be required  to issue an increasingly  greater number of shares  of
 our common stock  upon future conversions  of these Convertible  Debentures,
 sales of which could further depress the price of our common stock.

 In November 2002, we executed a 12% note payable (the "GC-Note") with Global
 Capital Funding Group, L.P.,  which provided financing  of $1,250,000.   The
 GC-Note's maturity date  is November  8, 2004.   The GC-Note  is secured  by
 $1,518,267 of certain property and equipment.  We also issued to the  holder
 of the GC-Note  warrants to  acquire 500,000 shares  of common  stock at  an
 exercise price of $0.14 per share, which expire on February 28, 2008.

 In July  2003, we  executed a  10% note  payable (the  "GCA-Note") with  GCA
 Strategic Investment  Fund Limited,  which provided  financing of  $550,000.
 The GCA-Note's maturity date is  December 23, 2003.   In the event the  GCA-
 Note is not repaid in full within 10 days of the maturity date, the terms of
 the GCA-Note shall become  the same as  those of the  Second Debenture.   We
 also issued to the holder of the GCA-Note warrants to acquire 100,000 shares
 of common stock at  an exercise price  of $0.14 per  share, which expire  on
 July 24, 2008.

 On August 1, 2003, our German Subsidiary, Rapid Link Telecommunications GmbH
 ("RLGmbH"), received approval for it's insolvency  filing.  RLGmbH has  been
 turned over to a trustee who  is responsible for liquidating the  operation.
 We believe  that creditors  of  RLGmbH will  have  no recourse  against  us.
 During the quarter ending September, 30, 2003, the assets and liabilities of
 RLGmbH will be written  down to their fair  market value and categorized  on
 the Consolidated Balance Sheet as Discontinued Operations.  Past  operations
 of RLGmbH will be categorized on the Consolidated Statement of Operations as
 from Discontinued Operations.

 The following summarizes our  obligations at July 31,  2003, and the  effect
 such obligations are  expected to  have on our  liquidity and  cash flow  in
 future periods (excluding interest  due of $601,768 as  of July 31, 2003  on
 the Company's "Other Commercial Commitments"):


 Contractual
 Obligations                             Payments Due by Period
 -----------------     ------------------------------------------------------
                                   Less than      1-3        4-5      After 5
                         Total      1 year       years      years      years
                       ---------   ---------   ---------   -------    -------
 Contractual lease
   obligations        $  308,307  $  302,511  $    5,796  $   -      $   -
 Operating leases     $  958,902  $  454,339  $  504,563  $   -      $   -
                       ---------   ---------   ---------   -------    -------
 Total contractual
   obligations        $1,267,209  $  756,850  $  510,359  $   -      $   -
                       =========   =========   =========   =======    =======

 Other Commercial                  Less than      1-3        4-5      After 5
 Commitments             Total      1 year       years      years      years
 -----------------     ---------   ---------   ---------   -------    -------
 Convertible
   Debentures         $  500,000  $    -      $  500,000  $   -      $   -
 Notes payable        $1,800,000  $  550,000  $1,250,000  $   -      $   -
 Related party
   notes              $2,348,401  $2,348,401  $      -    $   -      $   -
                       ---------   ---------   ---------   -------    -------
                      $4,648,401  $2,898,401  $1,750,000  $   -      $   -
                       =========   =========   =========   =======    =======

 Risk Factors

 Our cash flow may not be sufficient to satisfy our cost of operations

 For the nine months ended July 31, 2003 and years ended October 31, 2002 and
 2001, we recorded net losses of approximately $3.7 million, $4.7 million and
 $2.7 million,  respectively, on  revenues  of approximately  $17.1  million,
 $24.9 million and  $7.0 million, respectively.   As a  result, we  currently
 have  a working  capital deficit of over  $10 million.  In addition, we have
 a  significant  amount of  trade payables and accrued liabilities, of  which
 approximately  21% is past due, excluding disputes  for overcharges with our
 underlying  carriers  of approximately  $250,000.  To be able to service our
 debt obligations over  the course of the 2003  fiscal year we must  generate
 significant cash flow and obtain additional financing.  If we  are unable to
 do  so  or otherwise  to obtain funds necessary to make required payments on
 our trade debt and other indebtedness,  we  may not be able  to continue our
 operations.

 Our operating history makes  it difficult to  accurately assess our  general
 prospects in the  VoIP portion of  the telecommunications  industry and  the
 effectiveness  of  our  business  strategy.  In addition,  we  have  limited
 meaningful historical financial data upon which to forecast our future sales
 and operating expenses.   Our  future performance  will also  be subject  to
 prevailing economic conditions and to financial, business and other factors.
 Accordingly, we cannot assure  you that we  will successfully implement  our
 business strategy or that our actual future cash flows from operations  will
 be sufficient to satisfy our debt obligations and working capital needs.

 To implement our  business strategy, we  will also need  to seek  additional
 financing.  There  is  no  assurance  that  adequate  levels  of  additional
 financing will be available at all or on acceptable terms.  In addition, any
 additional financing  will  likely result  in  significant dilution  to  our
 existing stockholders.  If we are  unable to obtain additional financing  on
 terms that are acceptable to us, we could be forced to dispose of assets  to
 make  up  for  any  shortfall  in  the  payments  due  on  our  debt   under
 circumstances that might not be favorable to realizing the highest price for
 those assets.   A portion of  our assets consist  of intangible assets,  the
 value of which will depend upon a variety of factors, including the  success
 of our business.  As a result, if we do need  to sell any of our assets,  we
 cannot assure  you that  our assets  could be  sold quickly  enough, or  for
 amounts sufficient, to meet our obligations.

 We face competition from numerous, mostly well-capitalized sources

 The market for  our products and  services is highly  competitive.  We  face
 competition from  multiple sources,  many of  which have  greater  financial
 resources and a substantial  presence in our markets  and offer products  or
 services similar  to  our  services.   Therefore,  we  may not  be  able  to
 successfully compete in  our markets,  which could  result in  a failure  to
 implement our business strategy, adversely affecting our ability to  attract
 and retain new customers.  In addition, competition within the industries in
 which we operate  is characterized by,  among other factors,  price and  the
 ability to offer  enhanced services.   Significant  price competition  would
 reduce the  margins realized  by us  in our  telecommunications  operations.
 Many of  our  competitors have  greater  financial resources  to  devote  to
 research, development and marketing, and may be able to respond more quickly
 to new or merging technologies and changes in customer requirements.  If  we
 are unable to  provide value-added Internet  products and  services then  we
 will be unable  to compete in  certain segments of  the market, which  could
 have an adverse impact on our business.

 The regulatory environment in our industry is very uncertain

 The legal and regulatory environment pertaining to the Internet is uncertain
 and changing rapidly as the use of the Internet increases.  For example,  in
 the United States, the  FCC is considering whether  to impose surcharges  or
 additional regulations upon certain providers of Internet telephony.

 In addition, the regulatory treatment of  Internet telephony outside of  the
 United States varies  from country to  country.  There  can be no  assurance
 that there will not be legally  imposed interruptions in Internet  telephony
 in these and other foreign countries.  Interruptions or restrictions on  the
 provision of Internet  telephony in foreign  countries may adversely  affect
 our ability to continue to offer services in those countries, resulting in a
 loss of customers and revenues.

 New regulations could increase the cost of doing business over the  Internet
 or restrict or prohibit the delivery  of our products or services using  the
 Internet.  In addition to new  regulations being adopted, existing laws  may
 be applied  to the  Internet.   Newly existing  laws may  cover issues  that
 include sales  and  other  taxes,  access  charges,  user  privacy,  pricing
 controls, characteristics  and quality  of products  and services,  consumer
 protection, contributions to the Universal Service Fund, an FCC-administered
 fund for  the support  of local  telephone service  in rural  and  high-cost
 areas, cross-border commerce, copyright, trademark and patent  infringement,
 and other claims based on the nature and content of Internet materials.

 Changes in the technology relating to Internet telephony could threaten  our
 operations

 The industries in  which we  compete are  characterized, in  part, by  rapid
 growth, evolving industry standards,  significant technological changes  and
 frequent product enhancements.  These characteristics could render  existing
 systems and strategies obsolete  and require us to  continue to develop  and
 implement new products  and services, anticipate  changing consumer  demands
 and respond to  emerging industry  standards and  technological changes.  No
 assurance can be given that we  will be able to  keep pace with the  rapidly
 changing  consumer  demands,  technological  trends  and  evolving  industry
 standards.

 We need to develop and maintain strategic relationships around the world  to
 be successful

 Our international business,  in part, is  dependent upon relationships  with
 distributors, governments  or providers  of telecommunications  services  in
 foreign markets.   The failure to  develop or  maintain these  relationships
 could have an adverse impact on our business.

 We rely on two key senior executives

 Our success is dependent on our  senior management team of John Jenkins  and
 Allen Sciarillo and our future success will depend, in large part, upon  our
 ability to retain these two individuals.

 The expansion of our VoIP product offerings is essential to our survival

 We  intend  to  expand   our  VoIP  network  and   the  range  of   enhanced
 telecommunications services that we provide.   Our expansion prospects  must
 be considered in light  of the risks,  expenses and difficulties  frequently
 encountered by companies in new and rapidly evolving markets.

 Our OTC  Bulletin Board  listing negatively  affects  the liquidity  of  our
 common stock

 Our common stock currently trades on the OTC Bulletin Board.  Therefore,  no
 assurances can be given that a liquid trading market will exist at the  time
 any investor desires to dispose of any shares  of the our common stock.   In
 addition, our common stock is subject  to the so-called "penny stock"  rules
 that impose  additional sales  practice requirements  on broker-dealers  who
 sell such  securities  to  persons  other  than  established  customers  and
 accredited investors (generally defined as an  investor with a net worth  in
 excess of  $1  million or  annual  income exceeding  $200,000,  or  $300,000
 together with a spouse).  For transactions covered by the penny stock rules,
 a broker-dealer must make a suitability determination for the purchaser  and
 must have received the purchaser's written consent to the transaction  prior
 to  sale.  Consequently, both  the ability of  a broker-dealer  to sell  our
 common  stock  and  the  ability  of  holders  of  our  common stock to sell
 their securities  in  the  secondary market may be adversely  affected.  The
 Securities and Exchange  Commission has  adopted regulations  that define  a
 "penny stock" to be an equity security that has a market price of less  than
 $5.00  per  share,  subject  to  certain  exceptions.  For  any  transaction
 involving a  penny stock,  unless exempt,  the rules  require the  delivery,
 prior to the  transaction, of a  disclosure schedule relating  to the  penny
 stock market.  The  broker-dealer must disclose  the commissions payable  to
 both the broker-dealer and the registered representative, current quotations
 for the securities and, if the broker-dealer is to sell the securities as  a
 market maker,  the broker-dealer  must disclose  this fact  and the  broker-
 dealer's presumed control over the market.  Finally, monthly statements must
 be sent disclosing recent price information for the penny stock held in  the
 account and information on the limited market in penny stocks.


 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We provide  services primarily  to customers  located outside  of the  U.S.,
 thus, our financial results could be  impacted by foreign currency  exchange
 rates and market  conditions abroad. However,  the aggregate  impact of  any
 likely exchange  rate  fluctuations  would be  immaterial  as  most  of  our
 services are paid for in U.S. dollars.  A strong dollar could make the  cost
 of our services more expensive than the services of non-U.S. based providers
 in foreign markets.  We have not  used derivative instruments  to hedge  our
 foreign exchange risks though we may choose to do so in the future.


 ITEM 4.  CONTROLS AND PROCEDURES

 (a)  Evaluation of Disclosure Controls and Procedures.  Our management
 carried out an evaluation, under the supervision and with the participation
 of our Chief Executive Officer and Chief Financial Officer, of the
 effectiveness of the design and operation of our disclosure controls and
 procedures as of the end of the period covered by this report.  Based on
 this evaluation, our Chief Executive Officer and Chief Financial Officer
 concluded that as of the end of the period covered by this report, our
 disclosure controls and procedures were effective.  Disclosure controls
 and procedures mean our controls and other procedures that are designed to
 ensure that information required to be disclosed by us in our reports that
 we file or submit under the Securities Exchange Act of 1934 is recorded,
 processed, summarized and reported within the time periods specified in the
 SEC's rules and forms.  Disclosure controls and procedures include, without
 limitation, controls and procedures designed to ensure that information
 required to be disclosed by us in our reports that we file or submit under
 the Securities Exchange Act of 1934 is accumulated and communicated to
 management, including our Chief Executive Officer and Chief Financial
 Officer, as appropriate to allow timely decisions regarding required
 disclosure.

 (b)  Changes in Internal Controls.  There have been no changes in our
 internal control over financial reporting that occurred during the period
 covered by this report that has materially affected, or is reasonably likely
 to materially affect, our internal control over financial reporting.


 PART II.  OTHER INFORMATION

 Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits:

 2.1  Agreement and Plan of Merger dated as of January 30, 1998, among Canmax
 Inc., CNMX MergerSub, Inc. and US Communications Services, Inc. (filed as
 Exhibit 2.1 to Form 8-K dated January 30, 1998 (the "USC 8-K"), and
 incorporated herein by reference)

 2.2  Rescission Agreement dated June 15, 1998 among Canmax Inc., USC and
 former principals of USC (filed as Exhibit 10.1 to Form 8-K dated January
 15, 1998 (the "USC Rescission 8-K"), and incorporated herein by reference)

 2.3  Asset Purchase Agreement by and among Affiliated Computed Services,
 Inc., Canmax and Canmax Retail Systems, Inc. dated September 3, 1998 (filed
 as Exhibit 10.1 to the Company's Form 8-K dated December 7, 1998 and
 incorporated herein by reference)

 2.4  Asset Purchase Agreement dated November 2, 1999 among ARDIS Telecom
 & Technologies, Inc., Dial Thru International Corporation, a Delaware
 corporation, Dial Thru International Corporation, a California corporation,
 and John Jenkins (filed as Exhibit 2.1 to the Company's Current Report on
 Form 8-K dated November 2, 1999 and incorporated herein by reference)

 2.5  Stock and Asset Purchase Agreement, dated as of September 18, 2001, by
 and among Rapid Link USA, Inc., Rapid Link Inc., and Dial Thru International
 Corporation. (filed as Exhibit 2.1 to the Company's Form 8-K dated October
 29, 2001 and incorporated herein by reference)

 2.6  First Amendment to Stock and Asset Purchase Agreement, dated as of
 September 21, 2001, by and among Rapid Link USA, Inc., Rapid Link Inc., and
 Dial Thru International Corporation. (filed as Exhibit 2.2 to the Company's
 Form 8-K dated October 29, 2001 and incorporated herein by reference)

 2.7  Second Amendment to Stock and Asset Purchase Agreement, dated as of
 October 12, 2001, by and among Rapid Link USA, Inc., Rapid Link Inc., and
 Dial Thru International Corporation. (filed as Exhibit 2.3 to the Company's
 Form 8-K dated October 29, 2001 and incorporated herein by reference)

 2.8  Third Amendment to Stock and Asset Purchase Agreement, dated as of
 October 30, 2001, by and among Rapid Link USA, Inc., Rapid Link Inc., and
 Dial Thru International Corporation. (filed as Exhibit 2.4 to the Company's
 Form 8-K dated December 28, 2001 and incorporated herein by reference)

 2.9  Fourth Amendment to Stock and Asset Purchase Agreement, dated as of
 November 30, 2001, by and among Rapid Link USA, Inc., Rapid Link Inc., and
 Dial Thru International Corporation. (filed as Exhibit 2.5 to the Company's
 Form 8-K dated December 28, 2001 and incorporated herein by reference)

 3.1  Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the
 Company's Annual Report on Form 10-K for the fiscal year ended October 31,
 1999 (the "1999 Form 10-K") and incorporated herein by reference)

 3.2  Amended and Restated Bylaws of Dial Thru International Corporation
 (filed as Exhibit 3.2 to the 1999 Form 10-K and incorporated herein by
 reference)

 31.1 Certification of the Chief Executive Officer, dated September 15, 2003,
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2 Certification of the Chief Financial Officer, dated September 15, 2003,
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1  Certification of the Chief Executive Officer, dated September 15,
 2003, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

 32.2  Certification of the Chief Financial Officer, dated September 15,
 2003, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

 (b) The following reports on Form 8-K were filed or required to be filed for
 the last quarter.

 None.

 SIGNATURES

 Pursuant to the  requirements of the  Securities Exchange Act  of 1934,  the
 registrant has duly caused  this report to  be signed on  its behalf by  the
 undersigned thereunto duly authorized.


                            DIAL THRU INTERNATIONAL CORPORATION

                            By:  /s/ Allen Sciarillo
                                 --------------------------------------------
                                 Allen Sciarillo
                                 Executive Vice President and Chief Financial
                                 Officer (Principal Financial and Principal
                                 Accounting Officer)

 Dated September 15, 2003