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 January 31, 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 March 12, 2004, 16,189,781 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
                      ------                          January 31,  October 31,
                                                          2004         2003
                                                       ----------   ----------
                                                     (unaudited)
 CURRENT ASSETS
   Cash and cash equivalents                          $   573,279  $   505,256
   Trade accounts receivable, net of allowance for
    doubtful accounts of $294,265 at January 31,
    2004 and $295,094 at October 31, 2003                 835,962      872,610
   Prepaid expenses and other current assets              248,866      230,997
                                                       ----------   ----------
       Total current assets                             1,658,107    1,608,863
                                                       ----------   ----------

 PROPERTY AND EQUIPMENT, net                            1,215,933    1,340,986
 GOODWILL, net                                          1,796,917    1,796,917
 OTHER ASSETS                                              73,168       91,434
 NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS                -      242,334
                                                       ----------   ----------
 TOTAL ASSETS                                         $ 4,744,125  $ 5,080,534
                                                       ==========   ==========
        LIABILITIES AND SHAREHOLDERS' DEFICIT
        -------------------------------------

 CURRENT LIABILITIES
   Current portion of capital leases                  $   134,291  $   146,140
   Trade accounts payable                               2,729,822    2,814,472
   Accrued liabilities                                  2,370,952    2,098,939
   Deferred revenue                                       330,596      356,999
   Deposits and other payables                            428,178      430,678
   Convertible debentures, net of debt discount
     of $102,535 at January 31, 2004                      947,465            -
   Notes payable, net of debt discount of $17,129 at
     January 31, 2004 and $2,847 at October 31, 2003    1,232,871      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                       11,622,576   11,586,263
                                                       ----------   ----------
 NOTE PAYABLE, net of debt discount of $22,838
   at October 31, 2003                                          -    1,227,162
 CONVERTIBLE DEBENTURES, net of 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 January
    31, 2004 and October 31, 2003                          16,202       16,202
   Additional paid-in capital                          39,174,322   39,070,237
   Accumulated deficit                                (46,014,105) (47,253,704)
   Treasury stock, 12,022 common shares at cost           (54,870)     (54,870)
                                                       ----------   ----------
       Total shareholders' deficit                     (6,878,451)  (8,222,135)
                                                       ----------   ----------
 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT          $ 4,744,125  $ 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
                                                             January 31,
                                                       -----------------------
                                                          2004         2003
                                                       ----------   ----------
 REVENUES                                             $ 4,344,692  $ 4,275,580

 COSTS AND EXPENSES
   Costs of revenues                                    3,327,061    3,032,303
   Sales and marketing                                    181,809      199,240
   General and administrative                             803,059    1,054,802
   Depreciation and amortization                          154,754      426,033
                                                       ----------   ----------
     Total costs and expenses                           4,466,683    4,712,378
                                                       ----------   ----------

     Operating loss                                      (121,991)    (436,798)

 OTHER INCOME (EXPENSE)
   Interest expense and financing costs                   (95,595)    (254,417)
   Related party interest expense and financing costs     (58,710)    (140,657)
   Foreign currency exchange gains                         14,748        3,486
                                                       ----------   ----------
     Total other income (expense), net                   (139,557)    (391,588)
                                                       ----------   ----------
 LOSS FROM CONTINUING OPERATIONS                         (261,548)    (828,386)

 INCOME (LOSS) FROM DISCONTINUED OPERATIONS,
    net of income taxes of $0 for all periods           1,501,147     (253,727)
                                                       ----------   ----------
 NET INCOME (LOSS)                                    $ 1,239,599  $(1,082,113
                                                       ==========   ==========

 NET INCOME (LOSS) PER SHARE:
    Basic and diluted net income (loss) per share
      Continuing operations                           $     (0.01) $     (0.05)
      Discontinued operations                                0.09        (0.02)
                                                       ----------   ----------
                                                      $      0.08  $     (0.07)
                                                       ==========   ==========
 SHARES USED IN THE CALCULATION
    OF PER SHARE AMOUNTS:
      Basic and diluted common shares                  16,189,781   15,720,053
                                                       ==========   ==========

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



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

                                                          Three Months Ended
                                                             January 31,
                                                       -----------------------
                                                          2004         2003
                                                       ----------   ----------
 CASH FLOWS FROM OPERATING ACTIVITIES
  OF CONTINUING OPERATIONS
  Net loss from continuing operations                 $  (261,548) $  (828,386)
  Adjustments to reconcile net loss from
    continuing operations to net cash provided
    by (used in) operating activities:
    Bad debt expense                                            -       10,000
    Non-cash interest expense (including related
      party interest of $0 and $81,947)                    41,128      260,396
    Depreciation and amortization                         154,754      426,033
    Effects of changes in foreign exchange rates                -       12,399
    (Increase) decrease in:
      Trade accounts receivable                            36,648      138,331
      Prepaid expenses and other current assets           (17,869)     (49,394)
      Other assets                                         (2,000)      23,283
    Increase (decrease) in:
      Trade accounts payable                              (74,541)    (629,038)
      Accrued liabilities                                 272,013      177,440
      Deferred revenue                                    (26,403)      57,780
      Deposits and other payables                          (2,500)           -
                                                       ----------   ----------
  Net cash provided by (used in) operating
    activities of continuing operations                   119,682     (401,156)
                                                       ----------   ----------
 CASH FLOWS FROM INVESTING ACTIVITIES
   OF CONTINUING OPERATIONS
   Purchase of property and equipment                     (29,701)     (21,207)
                                                       ----------   ----------
   Net cash used in investing activities
     of continuing operations                             (29,701)     (21,207)
                                                       ----------   ----------
 CASH FLOWS FROM FINANCING ACTIVITIES
   OF CONTINUING OPERATIONS
   Proceeds from note payable                                   -    1,250,000
   Payments on capital leases                             (21,958)     (46,317)
   Deferred financing fees                                      -      (47,441)
   Payments on convertible debentures                           -     (443,000)
                                                       ----------   ----------
   Net cash provided by (used in) financing
     activities of continuing operations                  (21,958)     713,242
                                                       ----------   ----------
 NET CASH USED IN DISCONTINUED OPERATIONS                       -      (71,851)
                                                       ----------   ----------
 NET INCREASE IN CASH AND CASH EQUIVALENTS                 68,023      219,028

 Cash and cash equivalents at beginning of period         505,256      269,313
                                                       ----------   ----------
 Cash and cash equivalents at end of period           $   573,279  $   488,341
                                                       ==========   ==========
 SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING
  AND FINANCING ACTIVITIES
  Conversion of convertible debenture and accrued
    interest to common stock                          $         -  $    55,734
  Fair value of warrants issued with debt                       -       45,677
  Beneficial conversion feature of convertible
    debentures recorded as debt discount                  104,085            -
  Note payable replaced by 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 month  periods
 ended January 31, 2004 and 2003  have been included.  Operating results  for
 the three month period ended January 31, 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  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, 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  $46.0 million  as
 well as  a working  capital deficit  of approximately  $10.0 million  as  of
 January 31, 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.  Approximately  52% 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 20% of the  overall revenue of  the Company for  the three months  ended
 January 31,  2004 and  11% of  the Company's  trade accounts  receivable  at
 January 31, 2004.  The Company  also provided wholesale services to  another
 customer who accounted for 16% of the overall revenue of the Company for the
 three months ended January 31, 2004 and 26% of the Company's trade  accounts
 receivable at January 31, 2004.


 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 months ended January 31,  2004
 and 2003.

 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 income (loss) and  net income (loss) per  share would have been  as
 follows:
                                                         Three Months
                                                       Ended January 31,
                                                  --------------------------
                                                      2004           2003
                                                  -----------    -----------
     Net income (loss), as reported              $  1,239,599   $ (1,082,113)
     Add: Stock-based employee compensation
       included in reported net income (loss)               -              -
     Deduct: Stock-based employee compensation
       expense determined under fair value
       based method                                   (44,553)       (61,463)
                                                  -----------    -----------
                                                 $  1,195,046   $ (1,143,576)
                                                  ===========    ===========

     Net income (loss) per share
       As reported
         Basic and diluted                       $       0.08   $      (0.07)
                                                  ===========    ===========
       Pro forma
         Basic and diluted                       $       0.07   $      (0.07)
                                                  ===========    ===========

 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:

                                           Three Months
                                         Ended January 31,
                                         -----------------
                                          2004       2003
                                         ------     ------
              Expected life (years)         2          3
              Interest rate                 3%         4%
              Volatilty                   215%       221%
              Dividend yield                0%         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
 quarter ended January 31, 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 has  written 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 quarter ended January 31, 2003:

                                  Three Months Ended
                                   January 31, 2003
                                   ----------------
                 Revenue              $ 1,379,121
                 Net Loss             $  (253,727)


 Canmax Retail Systems
 ---------------------
 During the quarter ended January 31,  2004, the Company 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.  The
 Company had previously accrued an  estimated settlement amount of  $350,000.
 During the quarter ended January 31, 2004, the Company accrued an additional
 $750,000.  The sales tax amount due is attributable to audit findings of 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 management 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 is classified in the current period as  Discontinued Operations.  The
 Company's  estimated  liability  at January 31, 2004 is  $1.1 million and is
 included in the Balance Sheet as Discontinued Operations. (See Note 7.)


 NOTE 6 - NOTE PAYABLE

 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 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"), 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 replaced the note  with
 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  months ended  January 31,  2004, the  Company
 recorded  approximately  $10,000   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 months ended  January
 31, 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 months ended January 31, 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 2004.  Since  this
 sales tax liability represents an adjustment to amounts previously  reported
 in discontinued  operations,  it is  classified  separately in  the  current
 period in discontinued operations, and is  included in the January 31,  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 - 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-month  periods ended January  31, 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.  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 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 VoIP  strategy.  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.

 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.  The notes are currently due on demand.

 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
 quarter ended January 31, 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 have written 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 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. 104, "Revenue Recognition", which
 superceded SAB 101, "Revenue Recognition in Financial Statements",  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  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.  Our fixed  costs 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



 Our operating results for the quarters  ended January 31, 2004 and 2003  are
 as follows:

                                                                 % Change
                                                % of Revenue   Q1 2004 to Q1                   % of Revenue
                                 Quarter Ended  Quarter Ended  2003 Increase    Quarter Ended  Quarter Ended
                                 Jan 31, 2004   Jan 31, 2004     (Decrease)     Jan 31, 2003   Jan 31, 2003
                                 ------------   ------------  ---------------   ------------   ------------
                                                                                 
 REVENUES                        $  4,344,692           100%               2%   $  4,275,580           100%

 COSTS AND EXPENSES
 Costs of revenues                  3,327,061            77%              10%      3,032,303            71%
 Sales and marketing                  181,809             4%              (9%)       199,240             5%
 General and administrative           803,059            18%             (24%)     1,054,802            25%
 Depreciation and amortization        154,754             4%             (64%)       426,033            10%
                                 ------------   ------------  ---------------   ------------   ------------
  Total costs and expenses          4,466,683           103%              (5%)     4,712,378           110%
                                 ------------   ------------  ---------------   ------------   ------------

  Operating loss                     (121,991)           (3%)            (72%)      (436,798)          (10%)

 OTHER INCOME (EXPENSE)
 Interest expense and
   financing costs                   (154,305)           (4%)            (61%)      (395,074)           (9%)
 Foreign exchange                      14,748             -              323%          3,486             -
                                 ------------   ------------  ---------------   ------------   ------------
  Total other income
    (expense), net                   (139,557)           (3%)            (64%)      (391,588)           (9%)
                                 ------------   ------------  ---------------   ------------   ------------
 LOSS FROM CONTINUING OPERATIONS     (261,548)           (6%)            (68%)      (828,386)          (19%)

 INCOME (LOSS) FROM DISCONTINUED
   OPERATIONS
 NET OF INCOME TAXES OF $0
   FOR ALL PERIODS                  1,501,147            35%            (692%)      (253,727)           (6%)
                                 ------------   ------------  ---------------   ------------   ------------
 NET INCOME (LOSS)              $   1,239,599            29%            (215%) $  (1,082,113)          (25%)
                                 ============   ============  ===============   ============   ============

 NET INCOME (LOSS) PER SHARE:
   Basic and diluted net income
     (loss) per share
     Continuing operations      $       (0.01)                                 $       (0.05)
     Discontinued operations             0.09                                          (0.02)
                                 ------------                                   ------------
                                $        0.08                                  $       (0.07)
                                 ============                                   ============

 SHARES USED IN THE CALCULATION
    OF PER SHARE AMOUNTS:
    Basic and diluted
      common shares                16,189,781                                     15,720,053
                                 ============                                   ============


 RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED JANUARY 31,
 2004 AND 2003

 REVENUES

 For the three months  ended January 31,  2004, 78% and  22% of our  revenues
 were derived from our wholesale and retail customers, respectively, compared
 to 60% and 40%, respectively, for  the three months ended  January 31, 2003.
 Our wholesale revenues  have increased by  32% from the  three  months ended
 January 31, 2003 compared to the three months ended January 31, 2004,  while
 our retail revenues have decreased by 44% over the comparable period.

 The increase in wholesale  revenues for the three  months ended January  31,
 2004 is attributable to additions to our wholesale sales force during fiscal
 year 2002, which focuses on developing greater wholesale opportunities  both
 in customer growth and the development of additional points of  termination.
 We have  successfully  added new  customers  and increased  our  termination
 points.  The decrease in retail revenues for the three months ended  January
 31, 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  the Company has not
 historically provided  long distance service,  in March 2003 resulted  in  a
 decline in retail customers.  We  anticipate being able to offer services to
 these same troops  in Iraq sometime  in the first  half of 2004  and 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  has
 increased 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 revenues  is
 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,  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 months ended January 31, 2004
 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 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.

 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
 and our related party notes payable.  The  decrease in interest expense  and
 financing costs from the quarter ended January 31, 2003 to the quarter ended
 January 31,  2004  is primarily  due  to  our related  party  notes  payable
 reaching their maturity date  during the fourth quarter  of 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  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 relates to our Germany subsidiary
 and a sales tax settlement.

 In  the  fourth  quarter  of  fiscal  2003,  our  German  Subsidiary,  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 quarter
 ended  January 31, 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 have written 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 quarter  ended January  31, 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  management 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 is classified in the current period as Discontinued Operations.  (See
 Note 7 to the Consolidated Financial Statements.)

 LIQUIDITY AND CAPITAL RESOURCES

 The growth  model for  our  business provides  for  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 January  31, 2004,  we had  cash  and cash  equivalents of  $573,000,  an
 increase  of  $68,000  from  the  balance  at  October  31,  2003.   We  had
 significant working capital deficits at both January 31, 2004 and 2003.

 Net cash  provided  by operating  activities  of continuing  operations  was
 $120,000 for the three months ended  January 31, 2004, compared to net  cash
 used in operating activities  of continuing operations  of $401,000 for  the
 three  months ended  January 31, 2003.  The net  cash provided by  operating
 activities of continuing operations for the  three months ended January  31,
 2004 was  due to  a net  loss of  $262,000 adjusted  for: non-cash  interest
 expense of  $41,000;  depreciation and  amortization  of $155,000;  and  net
 changes  in operating  assets and  liabilities of  $185,000.  For the  three
 months ended January 31, 2003, the net cash used in operating activities  of
 continuing operations  of  $401,000 was  primarily  due  to a  net  loss  of
 $828,000 adjusted for: non-cash  interest expense of $260,000;  depreciation
 and amortization  of  $426,000; and  net  changes in  operating  assets  and
 liabilities of ($282,000).

 During the three months ended January  31, 2004, net cash used in  investing
 activities of continuing operations was $30,000, compared to $21,000 for the
 three months ended January  31, 2003.  This  is due to capital  expenditures
 for both periods.

 Net cash used in financing activities of continuing operations for the three
 months ended  January  31,  2004, totaled  $22,000,  compared  to  net  cash
 provided by financing  activities of continuing  operations of $713,000  for
 the three months ended January 31, 2003.  For the three months ended January
 31, 2004, net cash used in  financing activities from continuing  operations
 is due to payments on  capital leases.  For  the three months ended  January
 31, 2003,  the significant  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 $46,000 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  $46.0
 million as of  January 31, 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 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.  As  of January 31,  2004, we had  $4.6 million  of
 notes payable and convertible debentures which  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  52%  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 three  months  ended  January  31,  2004 were  $30,000  and  we  do  not
 anticipate significant spending for the remainder of fiscal 2004.

 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
 pursuant to an issuance of a note payable with Global Capital Funding  Group
 L.P.

 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 are now  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 three months  ended January 31,  2004, we recorded  a net profit  of
 $1.2 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  $4.3 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 29% 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.

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

 Dated March 16, 2004