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 April 30, 2004
                                  -----------
                                       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]

 As of June 11, 2004, 16,272,129 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
                       ------                         April 30,   October 31,
                                                         2004         2003
                                                      ----------   ----------
                                                      (unaudited)

 CURRENT ASSETS
   Cash and cash equivalents                         $   606,606  $   505,256
   Trade accounts receivable, net of allowance for
    doubtful accounts of $166,933 at April 30, 2004
    and $295,094 at October 31, 2003                     710,580      872,610
   Prepaid expenses and other current assets             222,800      230,997
                                                      ----------   ----------
       Total current assets                            1,539,986    1,608,863
                                                      ----------   ----------

 PROPERTY AND EQUIPMENT, net                           1,114,477    1,340,986
 GOODWILL, net                                         1,796,917    1,796,917
 OTHER ASSETS                                             65,757       91,434
 NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS               -      242,334
                                                      ----------   ----------
 TOTAL ASSETS                                        $ 4,517,137  $ 5,080,534
                                                      ==========   ==========

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

 CURRENT LIABILITIES
   Current portion of capital leases                 $   126,196  $   146,140
   Trade accounts payable                              2,703,975    2,814,472
   Accrued liabilities                                 1,407,347    1,377,307
   Accrued interest (including $656,545 to related
     parties at April 30, 2004 and $539,125 at
     October 31, 2003)                                   945,613      721,632
   Deferred revenue                                      357,220      356,999
   Deposits and other payables                           428,178      430,678
   Convertible debentures, net of unamortized debt
     discount of $69,923 at April 30, 2004               980,077            -
   Notes payable, net of unamortized debt discount
     of $11,419 at April 30, 2004 and $2,847 at
     October 31, 2003                                  1,238,581      547,153
   Notes payable to related parties                    2,348,401    2,348,401
   Net current liabilities of discontinued operations  1,100,000    2,843,481
                                                      ----------   ----------
       Total current liabilities                      11,635,588   11,586,263
                                                      ----------   ----------

 NOTE PAYABLE, net of unamortized debt discount
   of $22,838 at October 31, 2003                              -    1,227,162
 CONVERTIBLE DEBENTURES, net of unamortized debt
   discount of $10,756 at October 31, 2003                     -      489,244

 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; 16,201,803 shares issued at April 30,
    2004 and October 31, 2003                             16,202       16,202
   Additional paid-in capital                         39,174,322   39,070,237
   Accumulated deficit                               (46,254,105) (47,253,704)
   Treasury stock, 12,022 common shares at cost          (54,870)     (54,870)
                                                      ----------   ----------
       Total shareholders' deficit                    (7,118,451)  (8,222,135)
                                                      ----------   ----------
 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT         $ 4,517,137  $ 5,080,534
                                                      ==========   ==========

  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          Six Months Ended
                                                 April 30,                  April 30,
                                         ------------------------    ------------------------
                                            2004          2003          2004          2003
                                         ----------    ----------    ----------    ----------
                                                                      
 REVENUES                               $ 3,342,892   $ 4,630,480   $ 7,687,584   $ 8,906,060

 COSTS AND EXPENSES
   Costs of revenues                      2,594,185     3,495,981     5,921,246     6,528,284
   Sales and marketing                       81,253       158,789       214,331       358,029
   General and administrative               824,647       973,192     1,676,437     2,027,994
   Depreciation and amortization            153,286       387,495       308,040       813,528
   Gain on settlement of liabilities       (225,000)            -      (225,000)            -
                                         ----------    ----------    ----------    ----------
     Total costs and expenses             3,428,371     5,015,457     7,895,054     9,727,835
                                         ----------    ----------    ----------    ----------

     Operating loss                         (85,479)     (384,977)     (207,470)     (821,775)

 OTHER INCOME (EXPENSE)
   Interest expense and financing costs     (92,224)      (58,068)     (187,819)     (312,485)
   Related party interest expense and
     financing costs                        (58,710)     (188,408)     (117,420)     (329,065)
   Foreign currency exchange
     gains (losses)                          (3,587)        6,009        11,161         9,495
                                         ----------    ----------    ----------    ----------
     Total other income (expense), net     (154,521)     (240,467)     (294,078)     (632,055)
                                         ----------    ----------    ----------    ----------
 LOSS FROM CONTINUING OPERATIONS           (240,000)     (625,444)     (501,548)   (1,453,830)

 INCOME (LOSS) FROM DISCONTINUED
   OPERATIONS, net of income taxes of
   $0 for all periods                             -      (666,349)    1,501,147      (920,076)
                                         ----------    ----------    ----------    ----------
 NET INCOME (LOSS)                      $  (240,000)  $(1,291,793)      999,599   $(2,373,906)
                                         ==========    ==========    ==========    ==========

 NET INCOME (LOSS) PER SHARE:
   Basic and diluted net income
     (loss) per share
      Continuing operations             $     (0.01)  $     (0.04)  $     (0.03)  $     (0.09)
      Discontinued operations                  0.00         (0.04)         0.09         (0.06)
                                         ----------    ----------    ----------    ----------
                                        $     (0.01)  $     (0.08)  $      0.06   $     (0.15)
                                         ==========    ==========    ==========    ==========
 SHARES USED IN THE CALCULATION
   OF PER SHARE AMOUNTS:
     Basic common shares                 16,189,781    15,964,530    16,189,781    15,840,266
                                         ==========    ==========    ==========    ==========

     Diluted common shares               16,189,781    15,964,530    16,191,725    15,840,266
                                         ==========    ==========    ==========    ==========

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




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

                                                          Six Months Ended
                                                              April 30,
                                                      ------------------------
                                                          2004         2003
                                                      ----------    ----------
 CASH FLOWS FROM OPERATING ACTIVITIES OF
   CONTINUING OPERATIONS
  Net loss from continuing operations                $  (501,548)  $(1,453,830)
  Adjustments to reconcile net loss from
   continuing operations to net cash provided
   by (used in) operating activities:
    Bad debt expense                                           -        28,268
    Non-cash interest expense (including related
      party interest of $0 and $211,645)                  86,362       423,545
    Gain on settlement of liabilities                   (225,000)            -
    Depreciation and amortization                        308,040       813,528
    Effects of changes in foreign exchange rates               -        21,658
    (Increase) decrease in:
      Trade accounts receivable                          162,030        (7,308)
      Prepaid expenses and other current assets            8,196        (6,834)
      Other assets                                        (1,500)        1,978
    Increase (decrease) in:
      Trade accounts payable                             (96,044)     (180,152)
      Accrued liabilities                                479,021       277,119
      Deferred revenue                                       221        36,684
      Deposits and other payables                         (2,500)           (8)
                                                      ----------    ----------
  Net cash provided by (used in) operating
    activities of continuing operations                  217,278       (45,352)
                                                      ----------    ----------

 CASH FLOWS FROM INVESTING ACTIVITIES
   OF CONTINUING OPERATIONS
  Purchase of property and equipment                     (81,531)     (156,520)
                                                      ----------    ----------
  Net cash used in investing activities
    of continuing operations                             (81,531)     (156,520)
                                                      ----------    ----------

 CASH FLOWS FROM FINANCING ACTIVITIES
   OF CONTINUING OPERATIONS
  Proceeds from note payable                                   -     1,250,000
  Payments on capital leases                             (34,397)      (76,498)
  Deferred financing fees                                      -       (47,441)
  Payments on convertible debentures                           -      (443,000)
                                                      ----------    ----------
  Net cash provided by (used in) financing
    activities of continuing operations                  (34,397)      683,061
                                                      ----------    ----------

 NET CASH USED IN DISCONTINUED OPERATIONS                      -       (51,139)
                                                      ----------    ----------
 NET INCREASE IN CASH AND CASH EQUIVALENTS               101,350       430,050

 Cash and cash equivalents at beginning of period        505,256       269,313
                                                      ----------    ----------
 Cash and cash equivalents at end of period          $   606,606   $   699,363
                                                      ==========    ==========
 SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING
  AND FINANCING ACTIVITIES
  Conversion of convertible debenture and accrued
    interest to common stock                         $         -   $   93,005
  Fair value of warrants issued with debt                      -       62,884
  Beneficial conversion feature of convertible
    debentures recorded as debt discount                 104,085            -
  Note payable exchanged for convertible debenture       550,000            -


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




                          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 six  month
 periods ended April 30, 2004 and 2003 have been included.  Operating results
 for the three and six month periods ended April 30, 2004 are not necessarily
 indicative of the results  that may be expected  for the fiscal year  ending
 October 31,  2004.  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, 2003.

 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 facsimile 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  facsimile calls  by routing calls over  the  Internet,
 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  recently  introduced Internet  phones  to  the  end  user,
 business or consumer.  These phones allow the user to make calls from  phone
 to phone absolutely free and enjoy huge savings using these phones at  their
 home or  office and  traveling domestically  or abroad  as their  phone  and
 number  follow  them everywhere.  Not  only  does  the customer  enjoy  huge
 savings in local, long distance and international calling, they can save  by
 not having to pay for taxes and regulatory fees customary with normal  phone
 lines.  In addition, bulk minute buying, such as unlimited calling to the US
 from abroad  for a  single user  has set  a new  standard for  international
 calling.

 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  $46.5 million  as
 well as a working capital deficit of approximately $10.1 million as of April
 30, 2004.  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
 debt facilities, additional  equity financing and  potentially through  cash
 generated by operations.

 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.   The  Company  will  continue  to  explore  external  financing
 opportunities and  renegotiation of  its  short-term debt with  its  current
 financing  partners   in   order  to  extend  the  terms   or   retire these
 obligations.  At April 30, 2004, approximately 51% of the short-term debt is
 due to the senior management of the Company.  Management is committed to the
 growth and success  of the Company as is evidenced by the level of financing
 it has made available to the Company.

 As a result of the aforementioned  factors and related uncertainties,  there
 is doubt about the Company's  ability to continue as  a  going concern.  The
 consolidated financial statements do not include any adjustments to  reflect
 the possible  effects  of recoverability  and  classification of  assets  or
 classification of liabilities  which may result  from the  inability of  the
 Company 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 23% and 21% of the overall revenue of the Company for the three and  six
 months ended April 30,  2004, respectively, and 17%  of the Company's  trade
 accounts receivable at April 30, 2004.  The Company also provided  wholesale
 services to another customer  who accounted for 14%  and 15% of the  overall
 revenue of the Company for  the three and six  months ended April 30,  2004,
 respectively.


 NOTE 4 - STOCK-BASED COMPENSATION

 In accordance with SFAS No.  123, "Accounting for Stock-Based  Compensation"
 ("SFAS 123"),  as  amended by  SFAS  No.  148,  "Accounting  for Stock-Based
 Compensation  -  Transition  and  Disclosure"  ("SFAS  148"),  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 during the  three and six months  ended  April 30, 2004
 and 2003.

 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 income (loss) and  net income (loss) per  share would have been  as
 follows:

                               Three Months                  Six Months
                              Ended April 30,              Ended April 30,
                          ------------------------    ------------------------
                             2004          2003          2004          2003
                          ----------    ----------    ----------    ----------
 Net income (loss),
   as reported           $  (240,000)  $(1,291,793)  $   999,599   $(2,373,906)
 Deduct: Stock based
  employee compensation
  expense determined
  under fair value
  based method               (34,928)      (46,597)      (73,111)     (108,060)
                          ----------    ----------    ----------    ----------
 Pro forma net loss      $  (274,928)  $(1,338,390)  $   926,488   $(2,481,966)
                          ==========    ==========    ==========    ==========

 Net loss per share
  As reported
   Basic and diluted     $     (0.01)  $     (0.08)  $      0.06   $     (0.15)
                          ==========    ==========    ==========    ==========
  Proforma
   Basic and diluted     $     (0.02)  $     (0.08)  $      0.06   $     (0.16)
                          ==========    ==========    ==========    ==========

 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
 weighted-average  assumptions  (no options were granted during the six month
 period ended April 30, 2004):


                                          2003
                                         ------
        Expected life (years)               3
        Interest rate                       4%
        Volatility                        133%
        Dividend yield                      0%


 NOTE 5 - DISCONTINUED OPERATIONS

 Rapid Link Telecommunications GMBH
 ----------------------------------
 In the fourth quarter of fiscal year 2003, the Company's German  Subsidiary,
 Rapid  Link  Telecommunications  GMBH  ("Rapid  Link  Germany"),  filed  for
 insolvency.  The net liability of approximately $2.3 million was included in
 the balance sheet  and classified as  Discontinued Operations.   During  the
 first quarter of fiscal year 2004, the Company determined that it no  longer
 controlled the operations of this subsidiary and that the parent entity  had
 no  legal  obligation  to  pay  the  liabilities  of  Rapid  Link   Germany.
 Accordingly, the Company wrote off the remaining net liability of $2,251,000
 and included the gain in Discontinued Operations during the first quarter of
 fiscal year 2004.

 The following table  presents selected unaudited  financial information for
 Rapid Link Germany for the three and six months ended April 30, 2003:

                    Three Months Ended    Six Months Ended
                      April 30, 2003       April 30, 2003
                      --------------       --------------
         Revenue     $     1,382,651      $     2,761,772
         Net Loss    $      (316,349)     $      (570,076)

 Canmax Retail Systems
 ---------------------
 During the first quarter of fiscal  year 2004, the Company determined  based
 on  final written communications with the  State of Texas  that  the Company
 has a liability for sales taxes  (including penalties and interest) totaling
 $1.1  million.  The Company had previously  accrued  an estimated settlement
 amount  of  $350,000.  During the first quarter  of fiscal  year  2004,  the
 Company  accrued  an  additional  $750,000.  The  sales  tax  amount  due is
 attributable to  audit findings associated with the Company's former parent,
 Canmax Retail  Systems, from  the State of Texas for the years 1995 to 1999.
 These  operations  were  previously  classified  as discontinued  after  the
 Company changed its business model from  a focus  on domestic  prepaid phone
 cards  to  international  wholesale  and  retail business,  operating  as  a
 facilities-based  global Internet  protocol communications company providing
 connectivity to international markets.  The  State of Texas  determined that
 the Company did not properly remit sales  tax on certain  transactions.  The
 Company's  current  and  former managements believe  that the amount due has
 not been properly assessed and will continue to pursue  a lesser  settlement
 amount.  Since this sales tax liability represents an adjustment to  amounts
 previously reported  in Discontinued Operations,  the amount  was classified
 as Discontinued Operations.  The amount that the  State of Texas assessed of
 $1.1 million has been accrued as a liability and is included  in the Balance
 Sheet as Discontinued Operations. (See Note 7.)


 NOTE 6 - CONVERTIBLE DEBENTURE

 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  provided for  a maturity  date  of December  23, 2003  and  is
 unsecured.  In the event the GCA-Note was not repaid in full within 10  days
 of the maturity  date, the GCA-Note  shall be replaced  by a 6%  convertible
 debenture.  This  convertible  debenture  would  have  a  maturity  date  of
 November 8, 2004 and be secured  by certain property and equipment held  for
 resale.  The conversion price would  be 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, which  was $0.20, 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
 would  be  at  the  Formula  Conversion  Price.  In  the  event the GCA-Note
 was  replaced  by  a  convertible  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" ("EITF-98-5")  and EITF 00-27 "Application  of
 Issue  No.  98-5 to Certain  Convertible  Instruments" ("EITF  00-27"),  the
 intrinsic value  of  the beneficial  conversion  feature was  calculated  as
 approximately $104,000 at the  commitment date using the  stock price  as of
 that date, and would be recorded if the note was not repaid as noted above.

 The GCA-Note matured during December 2003  and, accordingly, since the  GCA-
 Note  remained  unpaid  as  of January 2004,  the Company exchanged the note
 for a convertible debenture.  Upon  the replacement  of  the GCA-Note with a
 convertible debenture, the  Company recorded the  debt discount of  $104,000
 and is  amortizing  this discount  over  the  life of  the  new  convertible
 debenture.  During the  three and  six  months  ended  April 30,  2004,  the
 Company recorded approximately $41,000 as interest  expense relating to  the
 amortization of  the debt  discount. In  connection with  the GCA-Note,  the
 Company paid $35,000 as financing fees, which were capitalized and amortized
 over the original life of the GCA-Note.  For the three and six months  ended
 April 30,  2004,  the  Company  recorded approximately $13,000  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.  For the three  and six months ended  April 30, 2004, the  Company
 recorded approximately $3,000 as interest expense relating to the warrants.


 NOTE 7 - 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  re-filed 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 with  the
 State, Management's  estimate  of  the potential  liability  was  originally
 recorded at $350,000 during the fiscal  year ended October 31, 2003.   Based
 on further  correspondence  with the  State,  this estimated  liability  was
 increased to $1.1  million during  the first  quarter of  fiscal year  2004.
 Since  this  sales  tax  liability  represents  an  adjustment  to   amounts
 previously reported in discontinued operations, it was classified separately
 during the first quarter of fiscal year 2004 in discontinued operations, and
 is included in the April 30, 2004 consolidated balance sheet in "Net current
 liabilities from discontinued operations".  Management does not believe  the
 State's position reflects the appropriate amount of tax remitted  during the
 audit period mentioned above and will continue to pursue this issue with the
 State.  The Company is also  aggressively pursuing the collection of  unpaid
 sales taxes from former customers of Canmax.


 NOTE 8 - GAIN ON SETTLEMENT OF LIABILITIES

 In connection  with  the  acquisition  of the  assets  and  certain  of  the
 liabilities of Rapid  Link, Incorporated  ("Rapid Link")  during the  fourth
 quarter of the  fiscal year  ended October  31, 2001,  the Company  recorded
 certain liabilities, relating  in part to  cash receipts  from former  Rapid
 Link customers near the acquisition date, of $255,000, and continued to hold
 those liabilities pending a  final settlement with  the Rapid Link  trustee.
 During the second  quarter of fiscal  year 2004, the  Company agreed to  pay
 $30,000 to the trustee, and has  recorded the remaining $225,000 as Gain  on
 Settlement of Liabilities during the quarter ended April 30, 2004.


 NOTE 9 - RECLASSIFICATIONS

 Certain reclassifications  were  made  to the  2003  consolidated  financial
 statements to conform to current year presentation.


 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 six-month periods ended April 30, 2004  and
 2003 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 believe  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, 2003 and throughout this report on  Form
 10-Q.  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.

 General

 On November 2, 1999, we acquired  (the "DTI Acquisition") substantially  all
 of the  business  and  assets of  Dial  Thru  International  Corporation,  a
 California corporation, and, on January 19,  2000, we changed our name  from
 ARDIS Telecom & Technologies, Inc. to "Dial Thru International Corporation."
 Our common stock currently trades on the OTC Bulletin Board under the symbol
 "DTIX."  In the second quarter of  fiscal 2000, we shifted focus toward  our
 global  Voice  over Internet  Protocol, or  VoIP,  strategy.  This  strategy
 allows us  to form  local partnerships  with foreign  Postal, Telephone  and
 Telegraph  companies   (those  entities   are  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.

 During the fourth quarter of fiscal 2001, we acquired the assets and certain
 of the liabilities of Rapid Link, Incorporated, ("Rapid Link") a provider of
 integrated data  and voice  communications services  to both  wholesale  and
 retail customers around the world.  Rapid Link's global VoIP network reaches
 thousands  of  retail  customers,  primarily   in  Europe  and  Asia.   This
 acquisition  has  significantly  enhanced  our product  lines,  particularly
 our dial  thru and re-origination  services, global  roaming  products,  and
 wholesale termination.  Furthermore, the acquisition has allowed us  to roll
 out services to additional international markets and more rapidly expand our
 VoIP strategy due to the engineering  and operational expertise acquired  in
 the transaction.

 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  used for our  ongoing
 working capital needs.

 On January  27, 2003,  we  amended our  6%  convertible debenture  with  GCA
 Strategic Investment Fund  Limited to change  the debenture's maturity  date
 from January 28, 2003  to November 8,  2004.  In  addition, we adjusted  the
 exercise price of the existing warrants to purchase 50,000 shares of  common
 stock to $0.41  and issued  warrants to  purchase 100,000  shares of  common
 stock at an exercise price of $0.21 which expire on February 8, 2008.

 On January 27, 2003, we amended our 10% convertible notes with three of  our
 executives to change  the notes'  maturity dates  from October  24, 2003  to
 February 24, 2004.  As these amended Notes have subsequently matured,  these
 Notes are currently  due on demand  and continue to  accrue interest at  the
 stated rate.

 On July 24, 2003 we entered into an agreement with GCA Strategic  Investment
 Fund Limited that provided us  with a loan of  $550,000, which has been  and
 will  be  used  for  the  Company's ongoing  working  capital needs.  During
 January 2004,  as  per  the terms  of  the  agreement, this  loan  became  a
 convertible debenture with a maturity date of November 8, 2004.

 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.  During  the
 first quarter  of  fiscal  year  2004,  we  determined  that  we  no  longer
 controlled the operations of this subsidiary and that the parent entity  had
 no legal obligation to pay the liabilities of Rapid Link  Telecommunications
 GMBH.  Accordingly, we wrote off  the remaining net liability of  $2,251,000
 and included the gain in Discontinued Operations during the first quarter of
 fiscal year 2004.

 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 recognized  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 wholesale 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. 104,  "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. 104.

 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 and Other Long-Lived Assets

 Property, plant and equipment 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.

 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 Nos. 98-5  and 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  facsimile  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.   Our  fixed  costs of  revenues  are
 insignificant, consisting primarily of low cost Internet access.

 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

 The following  table  presents our  operating  results as  a  percentage  of
 revenue for the three- and six-month  periods ended April 30, 2004 and  2003
 as well as a  comparison of the percentage  change of our operating  results
 from  the  three-  and  six-month  periods  ended  April  30,  2003  to  the
 corresponding periods ended April 30, 2004:

                                                        % Change    % Change
                                                         Quarter  Two Quarters
                                                          Ended       Ended
                                                        April 30,   April 30,
                                                         2003 to     2003 to
                                 % of         % of       Quarter  Two Quarters
                               Revenue      Revenue       Ended       Ended
                               Quarter   Two Quarters   April 30,   April 30,
                                Ended        Ended        2004        2004
                              April 30,    April 30,    Increase    Increase
                             2004  2003   2004  2003   (Decrease)  (Decrease)
                             ----  ----   ----  ----   ----------  ----------
 REVENUES                    100%  100%   100%  100%      (28%)       (14%)

 COSTS AND EXPENSES
  Costs of revenues           78%   75%    77%   73%      (26%)        (9%)
  Sales and marketing          2%    3%     3%    4%      (49%)       (40%)
  General and administrative  25%   21%    22%   23%      (15%)       (17%)
  Depreciation and
    amortization               5%    8%     4%    9%      (60%)       (62%)
  Gain on settlement of
    liabilities               (7%)   -     (3%)   -         -           -
                             ----  ----   ----  ----   ----------  ----------
  Total costs and expenses   103%  108%   103%  109%      (32%)       (19%)
                             ----  ----   ----  ----   ----------  ----------

  Operating loss              (3%)  (8%)   (3%)  (9%)     (78%)       (75%)

 OTHER INCOME (EXPENSE)
  Interest expense and
    financing costs           (3%)  (1%)   (2%)  (4%)      59%        (40%)
  Related party interest
    expense and financing
    costs                     (2%)  (4%)   (2%)  (4%)     (69%)       (64%)
  Foreign currency exchange
    gains (losses)             -     -      -     -       160%         18%
                             ----  ----   ----  ----   ----------  ----------
  Total other income
    (expense), net            (5%)  (5%)   (4%)  (7%)     (36%)       (53%)
                             ----  ----   ----  ----   ----------  ----------

 LOSS FROM CONTINUING
   OPERATIONS                 (7%) (14%)   (7%)  (16%)    (62%)       (66%)

 INCOME (LOSS) FROM
   DISCONTINUED OPERATIONS,
   net of income taxes of
   $0 for all periods          -   (14%)   20%  (10%)    (100%)       263%
                             ----  ----   ----  ----   ----------  ----------
 NET INCOME (LOSS)            (7%) (28%)   13%  (27%)     (81%)       142%
                             ====  ====   ====  ====   ==========  ==========



 RESULTS OF OPERATIONS - COMPARISON OF THE THREE- AND SIX-MONTH PERIODS ENDED
 APRIL 30, 2004 AND 2003

 REVENUES

 For the three-month period ended April 30, 2004, 74% and 26% of our revenues
 were derived from our wholesale and retail customers, respectively, compared
 to  69%  and  31%,  respectively, for the three-month period ended April 30,
 2003.  Our wholesale revenues have  decreased  by  23%  from the three-month
 period  ended  April 30, 2003  compared  to  the  three-month  period  ended
 April 30, 2004,  while  our  retail revenues have decreased  by 39% over the
 comparable period.

 For the six-month period ended April 30, 2004, 76%  and  24% of our revenues
 were derived from our wholesale and retail customers, respectively, compared
 to 65% and 35%, respectively, for the six-month period ended April 30, 2003.
 Our wholesale revenues have increased by  2% from the six-month period ended
 April 30, 2003 compared to the six-month period ended April 30, 2004,  while
 our retail revenues have decreased by 42% over the comparable period.

 The decrease  in wholesale revenues  for the three-month period  ended April
 30, 2004  is attributable  to  a  decrease  in  the  number  of  termination
 opportunities  available to us to offer  our customers.  We are working with
 new  providers  in an effort  to recapture  our  lost  revenue and grow  the
 wholesale business in future periods.

 The decrease  in retail revenues  for the three- and six-month periods ended
 April 30, 2004 is  primarily  attributable to  increased  competition in our
 largest  foreign  markets,  including competition  from  the incumbent phone
 company in each market.  Furthermore,  a significant  portion of  our retail
 business comes from  members  of the  United  States military  stationed  in
 foreign markets.  The redeployment  of troops  into Iraq,  where we have not
 historically provided long distance  service, in March  2003, resulted in  a
 decline in our  retail sales to  these military customers  in other  foreign
 markets.  We currently offer services  to these troops  in Iraq on a limited
 basis,  and  anticpate increasing  these  services later  in 2004.   We  are
 exploring opportunities to grow  our retail business through advertising and
 the introduction of new products and services.

 OPERATING EXPENSES

 Costs of Revenues:  Our costs of revenues as  a percentage of revenues  have
 increased for each of the three- and  six-month periods ended April 30, 2004
 compared to the corresponding periods ended April 30, 2003 due to a  decline
 in our  retail traffic  which realizes  higher  margins than  our  wholesale
 traffic.  As a majority of our costs of revenues are variable, based on  per
 minute transportation costs, 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.

 Sales and  Marketing Expenses:  A significant  component of  our revenue  is
 generated by outside agents or through periodic newspaper advertising, which
 is  managed  by  a  small  in-house  sales  and marketing organization.  The
 reduction  in  our sales  and  marketing costs for the three- and  six-month
 periods ended April  30, 2004 compared  to the  corresponding periods  ended
 April 30, 2003 is  primarily due to lower  agent commission costs which  are
 paid as  a  percentage  of our  revenue,  as  well as  a  reduction  in  our
 advertising costs.  During the three- and six-month periods ended  April 30,
 2003,  a  significant  portion  of  our  advertising  costs  related  to the
 introduction  of new product lines.  During the three- and six-month periods
 ended April 30, 2004,  we have focused our attention  on increasing revenues
 through the efforts of our agents.

 We will  continue to  focus  our sales  and  marketing efforts  on  periodic
 newspaper  advertising,  the  establishment  of  distribution  networks   to
 facilitate the introduction  and growth of  new products  and services,  and
 agent related expenses to generate additional revenues.

 General and  Administrative  Expenses:  We have  significantly  reduced  our
 general and administrative costs for the three- and six-month periods  ended
 April 30, 2004 compared  to the corresponding periods  ended April 30,  2003
 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.

 DEPRECIATION AND AMORTIZATION

 Depreciation and  amortization has  decreased as  a  larger 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.
 In accordance  with Statement  of Accounting  Standards No.  142,  effective
 November 1, 2001, we no longer amortize goodwill.

 GAIN ON SETTLEMENT OF LIABILITIES

 In connection  with  the  acquisition  of the  assets  and  certain  of  the
 liabilities of Rapid Link during the fourth quarter of the fiscal year ended
 October 31, 2001, we recorded certain liabilities, relating  in part to cash
 receipts from  former  Rapid  Link customers near  the acquisition  date, of
 $255,000, and continued to hold those liabilities pending a final settlement
 with the Rapid Link trustee.  During the second quarter of fiscal year 2004,
 we agreed to pay $30,000  to the trustee,  and  have  recorded the remaining
 $225,000 to gain  on settlement  of liabilites during the three-month period
 ended April 30, 2004.

 INTEREST EXPENSE AND FINANCING COSTS

 Interest expense and financing costs were due primarily to the  amortization
 of deferred financing fees and debt discount on our convertible  debentures,
 notes payable  and  notes  payable  to  related  parties.  The  decrease  in
 interest expense and  financing costs from  the three- and six-month periods
 ended  April 30, 2003  to the  three- and six-month periods  ended April 30,
 2004  primarily relates  to the reduction  in such amortization due  to  our
 related party notes payable reaching their maturity  date  during the fourth
 quarter  of fiscal year 2003  as  well  as the early repayment of one of our
 convertible debentures through the issuance  of  a  note payable  during the
 first quarter of fiscal year 2003.  All unamortized debt discount associated
 with  this  convertible  debenture was  expensed  at the time  of repayment.
 A  further explanation  of these  changes can  be found in the Liquidity and
 Capital Resources section.

 INCOME (LOSS) FROM DISCONTINUED OPERATIONS

 Income  (loss)  from  discontinued operations for the six-month period ended
 April 30, 2004 relates  to a sales tax settlement of $750,000, offset by the
 write-off  of the remaining  net liability of our  German subsidiary,  Rapid
 Link  Telecommunications  GMBH,  totaling  $2,250,000.  Income  (loss)  from
 discontinued operations for the three- and six-month periods ended April 30,
 2003  relates  to the losses  of  Rapid Link Telecommunications GMBH, in the
 amounts of $316,000  and  $570,000, respectively, and a sales tax settlement
 of $350,000.

 In the fourth  quarter of  fiscal 2003, Rapid Link Telecommunications  GMBH,
 filed  for  insolvency.  The  net liability  associated  with  the  disposal
 of the  assets  and liabilities  of  Rapid  Link  Telecommunications GMBH of
 approximately $2.3 million  was included in the balance sheet and classified
 as Discontinued  Operations.  During the  first quarter of fiscal year 2004,
 we determined that we no longer controlled the operations of this subsidiary
 and that the  parent entity had  no legal obligation to pay  the liabilities
 of  Rapid  Link  Telecommunications  GMBH.  Accordingly,  we  wrote off  the
 remaining  net liability of $2,251,000 and included the gain in Discontinued
 Operations during the first quarter of fiscal year 2004.

 During the first quarter of fiscal  year 2004, we determined based on  final
 written communications with the State of Texas that the liability for  sales
 taxes  (including  penalties and  interest) totaled  $1.1  million.  We  had
 previously accrued an estimated settlement amount of $350,000.  Accordingly,
 we accrued an additional $750,000.  The sales tax amount due is attributable
 to audit findings  of our  former parent,  Canmax Retail  Systems, from  the
 State of Texas for the years 1995 to 1999.  These operations were previously
 classified as discontinued after we changed our business model from a  focus
 on domestic  prepaid  phone  cards to  international  wholesale  and  retail
 business,  operating  as   a  facilities-based   global  Internet   protocol
 communications company providing connectivity to international markets.  The
 State of  Texas determined  that we  did  not properly  remit sales  tax  on
 certain transactions.  Our current and  former managements believe that  the
 amount due has  not been  properly assessed and  will continue  to pursue  a
 lesser settlement  amount.   Since this  sales tax  liability represents  an
 adjustment to amounts previously  reported in Discontinued Operations,  this
 amount  was  classified  during  the  first  quarter  of  fiscal  year  2004
 as Discontinued  Operations.  (See  Note  7  to  the Consolidated  Financial
 Statements.)

 LIQUIDITY AND CAPITAL RESOURCES

 The growth model  for our  business provides for  a rapid  expansion of  our
 network infrastructure through the addition of new VoIP hardware, which  can
 be purchased and entered into service in a  matter of days.  This allows  us
 to add customers and additional points of termination on an as-needed basis,
 avoiding significant  network  build  out well  in  advance  of  anticipated
 growth;  however,  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 April 30, 2004, we had cash and cash equivalents of $607,000, an increase
 of $101,000  from the  balance at  October  31, 2003.   We  had  significant
 working capital deficits at both April 30, 2004 and 2003.

 Net cash  provided  by operating  activities  of continuing  operations  was
 $217,000 for the six-month period ended April 30, 2004, compared to net cash
 used in operating  activities of  continuing operations  of $45,000  for the
 six-month period ended  April 30, 2003.  The net cash provided  by operating
 activities of continuing operations for the six-month period ended April 30,
 2004  was due  to a net loss  of $502,000  adjusted  for:  non-cash interest
 expense of  $86,000; depreciation and amortization of $308,000;  net changes
 in operating assets  and  liabilities  of $549,000;  and offset by  gain  on
 settlement of liabilities of $225,000.  For the six-month period ended April
 30, 2003, the net cash used in operating activities of continuing operations
 of  $45,000  was  primarily due  to a net loss  of $1,454,000 adjusted  for:
 non-cash  interest expense  of $424,000;  depreciation  and  amortization of
 $814,000;  and net changes in operating assets and liabilities of $121,000.

 During the six-month period ended April 30, 2004, net cash used in investing
 activities  of  continuing  operations  was  $82,000,  compared  to $157,000
 for  the  six-month  period ended  April  30, 2003.  This  is due to capital
 expenditures for both periods.

 Net  cash  used  in financing activities  of continuing  operations  for the
 six-month period ended April 30, 2004, totaled $34,000, compared to net cash
 provided by financing activities  of continuing operations  of $683,000  for
 the  six-month period ended April 30, 2003.  For the  six-month period ended
 April 30, 2004,  net cash  used  in  financing  activities  from  continuing
 operations is  due to payments on capital leases.  For the  six-month period
 ended  April 30, 2003,  the components  of  net cash  provided  by financing
 activities of continuing operations included $1,250,000 in proceeds from the
 issuance of a note payable; offset by $76,000 in payments on capital leases;
 $47,000  of deferred financing fees; and $443,000 in payments on convertible
 debentures.

 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  $46.3
 million as  of April  30, 2004,  as well  as a  significant working  capital
 deficit.   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.

 Although we  have  been able  to  arrange  the debt  facilities  and  equity
 financing described below 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.  As  of April 30, 2004,  we
 had $4.6  million of  notes payable  and convertible  debentures which  have
 matured or mature within the  next year as well  as a significant amount  of
 trade payables and accrued liabilities which are past due.  We will continue
 to explore external financing opportunities and renegotiation of our  short-
 term debt with our current financing  partners in order to extend the  terms
 or retire these obligations.  Approximately  51% of  the short-term debt  is
 due to our senior management.  Our management is committed to the growth and
 success of our Company as is evidenced by the level of financing it has made
 available to  our  Company.  Failure  to  obtain  sufficient  capital  could
 materially affect our 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  six-month period  ended  April 30, 2004 were $82,000  and we do not
 anticipate significant spending for the remainder of fiscal 2004.

 In October 2001, we executed 10% convertible notes (the "Notes") with  three
 of our executives, which provided financing  of $1,945,958.  The Notes  were
 amended, and as these amended Notes  have subsequently matured, these  Notes
 are currently due on  demand.  These Notes  are secured by selected  Company
 assets and are convertible into our common stock at the option of the holder
 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 warrants expire on  October 24, 2006.   For
 the year ended  October 31, 2002,  an additional $402,433  was added to  the
 Notes and an additional  402,433 warrants to acquire  our common stock  were
 issued in connection with the financing.

 In January  2002,  we  executed a  6%  convertible  debenture  (the  "Second
 Debenture") with  GCA  Strategic  Investment Fund  Limited,  which  provided
 financing of $550,000.  With an original maturity date of January 28,  2003,
 the Second Debenture was amended during fiscal year 2003 and now matures  on
 November 8, 2004.  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.

 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  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
 November 8, 2007.

 In July 2003, we executed a note payable (the "GCA-Note") with GCA Strategic
 Investment Fund Limited,  which provided financing  of $550,000.   The  GCA-
 Note's terms are the same as those of the Second Debenture.  We 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.

 Risk Factors

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

 For the six-month period ended April  30, 2004, we recorded  a net profit of
 $1.0 million, which included discontinued operations non-cash income of $1.5
 million, and for the years ended October 31, 2003 and 2002, we recorded  net
 losses of  approximately $6.6  million and  $4.7 million,  respectively,  on
 revenues of approximately  $7.7 million,  $17.7 million  and $18.4  million,
 respectively.  As a result, we currently have a significant working  capital
 deficit.  In addition,  we have a significant  amount of trade payables  and
 accrued liabilities, of which approximately 40% is past due.  To be able  to
 service our debt obligations over the course of the 2004 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 common stock price may fluctuate substantially and your investment could
 suffer a decline in value.

 The market price  of our common  stock may be  volatile and could  fluctuate
 substantially from quarter to quarter  and year to year  due to a number  of
 factors, many of which  are beyond our  control and some  of which are  only
 indirectly related to our business, including:

      * actual or anticipated fluctuations in our net revenue or operating
        results;

      * our failure to meet the expectations of market analysts or investors
        with respect to our financial performance;

      * actual or anticipated changes in our growth rate;

      * actual or anticipated fluctuations in our competitors' operating
        results or change in their growth rate;

      * the sale of our common stock or other securities in the future;

      * our ability to raise additional capital;

      * the trading volume of our common stock; and

      * changed market conditions in our industry, the industries of our
        customers, the financial markets and the economy as a whole.

 Several of our outstanding notes are convertible into our common stock at  a
 price that fluctuates  based on the  market price of  our common  stock.   A
 material decrease in the  market price of our  common stock  could result in
 the issuance of  a significant  number of  additional shares of  our  common
 stock upon the  conversion of these  notes.  This,  in turn,  may result  in
 significant dilution  to  our stockholders  and  could further  depress  the
 market price of your investment.

 In addition,  the stock  market in  general, and  stocks quoted  on the  OTC
 Bulletin Board  in particular,  have experienced  extreme price  and  volume
 fluctuations  in   recent  years   that  have   often  been   unrelated   or
 disproportionate to the operating performance of the quoted companies. These
 broad market factors  may materially  harm the  market price  of our  common
 stock, regardless of our operating performance.

 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

 Our retail services are provided 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)

 4.1  Registration Rights Agreement between Canmax and the Dodge Jones
 Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report on Form 10-Q
 for the period ended April 30, 1997 and incorporated herein by reference)

 4.2  Registration Rights Agreement between Canmax and Founders Equity Group,
 Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report on Form 10-Q for
 the period ended April 30, 1997 and incorporated herein by reference)

 4.3  Amended and Restated Stock Option Plan of Dial Thru International
 Corporation (filed as Exhibit 4.3 to the 1999 Form 10-K and incorporated
 herein by reference)

 4.4  Securities Purchase Agreement dated April 11, 2001 (filed as
 Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the
 period ended April 30, 2001 and incorporated herein by reference)

 4.5  Registration Rights Agreement dated April 6, 2001 between Dial Thru
 International Corporation and Global Capital Funding Group, L.P. (filed as
 Exhibit 4.2 to the Company's Form S-3, File #333-71406, filed on October
 11, 2001 and incorporated herein by reference)

 4.6  6% Convertible Debenture of Dial Thru International Corporation and
 Global Capital Funding Group, L.P. (filed as Exhibit 4.3 to the Company's
 Form S-3, File 333-71406, filed on October 11, 2001 and incorporated herein
 by reference)

 4.7  Form of Common Stock Purchase Warrant dated April 11, 2001 between
 Global Capital Funding Group, L.P. and Dial Thru International Corporation
 (filed as Exhibit 4.4 to the Company's Form S-3, File 333-71406, filed
 October 11, 2001 and incorporated herein by reference)

 4.8  Form of Common Stock Purchase Warrant dated April 6, 2001 between D.P.
 Securities, Inc. and Dial Thru International Corporation (filed as Exhibit
 4.5 to the Company's Form S-3, File 333-71406, filed on October 11, 2001 and
 incorporated herein by reference)

 4.9  Securities Purchase Agreement issued January 28, 2002 between Dial Thru
 International Corporation and GCA Strategic Investment Fund Limited (filed
 as Exhibit 4.1 to the Company's Form S-3, File 333-82622, filed on February
 12, 2002 and incorporated herein by reference)

 4.10 Registration Rights Agreement dated January 28, 2002 between Dial Thru
 International Corporation and GCA Strategic Investment Fund Limited (filed
 as Exhibit 4.2 to the Company's Form S-3, File 333-82622, filed on February
 12, 2002 and incorporated herein by reference)

 4.11 6% Convertible Debenture of Dial Thru International Corporation and GCA
 Strategic Investment Fund Limited (filed as Exhibit 4.3 to the Company's
 Form S-3, File 333-82622, filed on February 12, 2002 and incorporated herein
 by reference)

 4.12 Common Stock Purchase Warrant dated January 28, 2002 between GCA
 Strategic Investment Fund Limited and Dial Thru International Corporation
 (filed as Exhibit 4.4 to the Company's Form S-3, File 333-82622, filed on
 February 12, 2002 and incorporated herein by reference)

 10.1 Employment Agreement, dated June 30, 1997 between Canmax Retail
 Systems, Inc. and Roger Bryant (filed as Exhibit 10.3 to the Company's
 Registration Statement on Form S-3, File No. 333-33523 (the "Form S-3"),
 and incorporated herein by reference)

 10.2 Commercial Lease Agreement between Jackson--Shaw/Jetstar Drive Tri-star
 Limited Partnership and the Company (filed as Exhibit 10.20 to the Company's
 Annual Report on Form 10-K dated October 31, 1998, and incorporated herein
 by reference)

 10.3 Employment Agreement, dated November 2, 1999 between ARDIS Telecom &
 Technologies, Inc. and John Jenkins (filed as Exhibit 4.3 to the 2000 Form
 10-K and incorporated herein by reference)

 14.1 Code of Business Conduct and Ethics for Employees, Executive Officers
 and Directors (filed as Exhibit 14.1 to the 2003 Form 10-K and incorporated
 herein by reference)

 31.1 Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) and
 Rule 15d-14(a) of the Securities Exchange Act of 1934*

 31.2 Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) and
 Rule 15d-14(a) of the Securities Exchange Act of 1934*

 32.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section
 1350*

 32.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section
 1350*

 * Filed herewith.

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

 A report filed on  March 24, 2004 described  the registrant's issuance of  a
 press release  setting forth  its financial  results for  its first  quarter
 ended January 31, 2004.

 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
                                Chief Financial Officer and Executive Vice
                                President (Principal Financial and Principal
                                Accounting Officer)

 Dated June 14, 2004