UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 14A

                 Proxy Statement Pursuant to Section 14(a) of
           the Securities Exchange Act of 1934 (Amendment No. ___)

 Filed by the Registrant [X]
 Filed by a Party other than the Registrant [_]

 Check the appropriate box:

 [_] Preliminary Proxy Statement
 [_] Confidential, for Use of the Commission only (as permitted
     by Rule 14a-6(e)(2))
 [X] Definitive Proxy Statement
 [_] Definitive Additional Materials
 [_] Soliciting Material Pursuant to Section 240.14a-12

                     DIAL THRU INTERNATIONAL CORPORATION
               ------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


   ------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 Payment of Filing Fee (Check the appropriate box):

 [X] No fee required.

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 pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
 filing fee is calculated and state how it was determined):

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 [_] Fee paid previously with preliminary materials.

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 Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously.  Identify the previous filing by registration statement
 number, or the Form or Schedule and the date of its filing.

 (1) Amount Previously Paid:

 (2) Form, Schedule or Registration Statement No.:

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 (4) Date Filed:




 October 6, 2004

 Dear Stockholders:

 I am pleased to invite you  to Dial Thru International Corporation's  Annual
 Meeting of Stockholders. The meeting will be held at 10:00 a.m., Los Angeles
 time, on Tuesday, November 9, 2004 at our principal executive offices, 17383
 Sunset Boulevard, Suite 350, Los Angeles, CA 90272.

 At the meeting, you will be asked to  (1) elect five directors to our  Board
 of Directors,  (2) amend  our Certificate  of Incorporation  (3) ratify  the
 appointment of KBA  Group LLP as  our independent auditors  for the  current
 fiscal year,  and (4)  transact such  other business  as may  properly  come
 before the  meeting or  any  adjournment thereof.  You  will also  have  the
 opportunity to hear what has happened  in our business during the past  year
 and to ask questions of our executive officers who will be in attendance  at
 the Annual Meeting.  You will  find other detailed information about us  and
 our operations, including our audited financial statements, in the  enclosed
 Annual Report.

 We hope that you can join us on November 9, 2004 and vote in person. Whether
 or not you  can attend, please  read the enclosed  Proxy Statement.   Please
 note that your vote  is very important to  us.  A  minimum number of  shares
 must be represented at  the meeting, in  person or by  proxy, to obtain  the
 requisite quorum and proceed  with the Annual Meeting.   Therefore, we  urge
 you to attend  the Annual  Meeting in person,  but if  you are  not able  to
 attend, we request that you complete the attached proxy and return it to  us
 prior to the meeting.   We value our stockholders  and look forward to  your
 participation.

                                    Yours truly,

                                    /s/ John Jenkins
                                    ------------------------------------
                                    John Jenkins,
                                    Chairman and Chief Executive Officer



                     DIAL THRU INTERNATIONAL CORPORATION
                      17383 SUNSET BOULEVARD, SUITE 350
                        LOS ANGELES, CALIFORNIA 90272


                NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON NOVEMBER 9, 2004


 To the Stockholders of Dial Thru International Corporation:

 NOTICE IS HEREBY given that the 2004 Annual Meeting of Stockholders of  Dial
 Thru International  Corporation  will  be  held  at  Dial  Thru's  principal
 executive offices, 17383 Sunset Boulevard, Suite 350, Los Angeles, CA  90272
 on Tuesday,  November 9,  2004 at  10:00  a.m., Los  Angeles time,  for  the
 following purposes:

      1.   To elect five directors to serve until the 2005 Annual Meeting  of
           Stockholders and  until  their  successors are  duly  elected  and
           qualified;

      2.   To consider and act  upon a proposal to  amend our Certificate  of
           Incorporation;

      3.   To consider and act upon a proposal to ratify the selection of KBA
           Group LLP to serve as independent auditors for our current  fiscal
           year; and

      4.   To transact such other  business as may  properly come before  the
           meeting or any adjournments thereof.

 Our Board of Directors has fixed the close of business on October 7, 2004 as
 the record date for the determination of stockholders entitled to notice  of
 and to vote at the Annual Meeting or any adjournments thereof.

 A list of our stockholders entitled to notice  of and to vote at the  Annual
 Meeting will be available for examination by any stockholder of our Company,
 for any purpose  germane to the  meeting, at the  Annual Meeting and  during
 ordinary business hours at  our principal offices at  the address set  forth
 above for a period of ten days prior to the meeting.


 Los Angeles, California            By Order of the Board of Directors,
 October 6, 2004

                                    /s/ Allen Sciarillo
                                    -----------------------------------
                                    Allen Sciarillo,
                                    Secretary


 IT IS  IMPORTANT THAT  YOUR  SHARES BE  REPRESENTED  AT THE  ANNUAL  MEETING
 REGARDLESS OF THE NUMBER OF SHARES YOU  HOLD. YOU ARE INVITED TO ATTEND  THE
 ANNUAL MEETING IN PERSON, BUT IF YOU DO NOT PLAN TO ATTEND, PLEASE COMPLETE,
 DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED  ENVELOPE.
 IF YOU DO SUBSEQUENTLY  ATTEND THE ANNUAL MEETING,  YOU MAY, IF YOU  PREFER,
 REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.



                     DIAL THRU INTERNATIONAL CORPORATION
                      17383 SUNSET BOULEVARD, SUITE 350
                        LOS ANGELES, CALIFORNIA 90272

                          -------------------------

                               PROXY STATEMENT

                          -------------------------

                     2004 ANNUAL MEETING OF STOCKHOLDERS


 General Information

 The Board of Directors of Dial Thru International Corporation is  soliciting
 your proxy for  use at  the Annual  Meeting of  Stockholders to  be held  on
 November 9, 2004.  This  Proxy  Statement,  the accompanying  proxy and  our
 annual report to stockholders for the year ended October 31, 2003 will first
 be sent to our stockholders on or about October 13, 2004.

 Voting and Revocation of Proxies

 All properly completed proxies received prior to the Annual Meeting and  not
 revoked will be  voted in  accordance with your  instructions.   IF NO  SUCH
 INSTRUCTIONS ARE MADE, THEN PROXIES WILL BE VOTED AS FOLLOWS:

     *  FOR THE ELECTION OF THE FIVE NOMINEES FOR DIRECTOR;

     *  FOR AMENDING THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
        THE AMOUNT OF AUTHORIZED COMMON STOCK; AND

     *  FOR THE RATIFICATION OF THE APPOINTMENT OF KBA GROUP LLP TO SERVE AS
        OUR INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.

 If any other matters  come before the Annual  Meeting, the persons named  as
 proxies will vote upon such matters according to their best judgment.

 We encourage  the personal  attendance of  our  stockholders at  the  Annual
 Meeting.  The  execution  of  the  accompanying  proxy  will  not  affect  a
 stockholder's right to attend the Annual Meeting and to vote in person.

 Proxies may be revoked if you:

    * Deliver a  signed, written revocation  letter, dated  any time  before
      the proxy  is  voted, to  Mr.  Allen Sciarillo,  Secretary,  Dial  Thru
      International Corporation, at  our principal  executive offices,  17383
      Sunset Boulevard, Suite 350, Los Angeles, California 90272; or

    * Sign and deliver  a proxy, dated later  than any previously  delivered
      proxy to the above address; or

    * Attend the meeting  and vote in person.  Attending the Annual  Meeting
      alone will not revoke your proxy. A revocation letter or a  later-dated
      proxy will not be  effective until received  by us at  or prior to  the
      Annual Meeting.

 Securities Entitled to be Voted at the Annual Meeting

 Only stockholders of record at the close of business on October 7, 2004 will
 be entitled to notice of and  to vote  at the  Annual  Meeting.  On  October
 4, 2004  we had  issued  and  outstanding 23,022,129  shares of  our  common
 stock, $.001 par value per share.  Each share of Common Stock is entitled to
 one vote on each matter presented to the stockholders.

 How Proxies are Solicited

 In addition to the solicitation of proxies by  use of the mail, we may  also
 use certain officers, directors  and regular employees  who may solicit  the
 return of proxies by personal  interview, mail, telephone, facsimile  and/or
 through the Internet.  These persons  will not be additionally  compensated,
 but will be  reimbursed for out-of-pocket  expenses.  We  will also  request
 brokerage houses and other custodians,  nominees and fiduciaries to  forward
 solicitation  materials  to  the  beneficial  owners  of  shares.   We  will
 reimburse such persons and the transfer  agent for their reasonable  out-of-
 pocket expenses in forwarding such materials.  We will bear all costs of the
 solicitation.

 Quorum and Voting Requirements

 The presence, in person  or by proxy, of  the holders of  a majority of  the
 issued and outstanding shares of Common  Stock is necessary to constitute  a
 quorum at the Annual Meeting.

 Abstentions and broker non-votes are counted for the purposes of determining
 the  presence  or  absence of  a quorum  for the  transaction  of  business.
 Abstentions  are  counted  in the  tabulations  of votes  cast  on proposals
 presented  to the stockholders, while broker  non-votes are  not counted  as
 among  the shares entitled to vote  with respect to  such matters, and  thus
 have the effect  of reducing  the number  of affirmative  votes required  to
 approve a proposal and the number of negative votes or abstentions  required
 to block such approval.  A broker non-vote is a proxy submitted by a  broker
 that does not indicate a vote for some  or all of the proposals because  the
 broker does not  have discretionary voting  authority and  has not  received
 instructions from its client as to how to vote on a particular proposal.

 Assuming the presence of  a quorum, the affirmative  vote of a plurality  of
 the shares of Common Stock represented in  person or by proxy at the  Annual
 Meeting, is required to elect our  directors. Stockholders may not  cumulate
 their  votes in the election of directors.  With respect to the approval  of
 the Amendment to the Certificate of  Incorporation, the affirmative vote  of
 the majority of shares outstanding is required.  All other matters submitted
 for a vote at the Annual Meeting will be decided by the affirmative vote  of
 a majority of the shares  present in person or  represented by proxy at  the
 Annual Meeting, except as otherwise provided by law or in our Certificate of
 Incorporation or Bylaws.


                     PROPOSAL ONE:  ELECTION OF DIRECTORS

 Five directors are to be elected at  the Annual Meeting, to serve until  our
 next annual meeting  of stockholders and  until their respective  successors
 are elected and qualified,  or until their  earlier resignation or  removal.
 All of the nominees listed below  currently serve as our directors and  were
 elected  to  our  Board  of  Directors   at  our  2003  Annual  Meeting   of
 Stockholders. Unless authority to vote for one or more nominees is withheld,
 the enclosed proxy will  be voted FOR  the election of  all of the  nominees
 listed below. Although the Board of Directors does not contemplate that  any
 of the nominees will be unable to serve, if such a situation arises prior to
 the Annual Meeting, the  persons named in the  enclosed proxy will vote  for
 the election of such  other person(s) as  may be nominated  by the Board  of
 Directors.

 The following table  sets forth certain  information regarding each  nominee
 for election as a director and our executive officers.


 Name              Age  Position with the Company
 ----------------- ---  --------------------------------------------------
 John Jenkins       43  Chairman, Chief Executive Officer,
                        President and Director

 Allen Sciarillo    39  Executive Vice President, Chief Financial Officer,
                        Secretary and Director

 Lawrence Vierra    59  Executive Vice President and Director

 Robert M. Fidler   66  Director

 David Hess         43  Director


 JOHN JENKINS has  served as our  Chairman of the  Board and Chief  Executive
 Officer since October 2001, and has  served as our President and a  director
 since December 1999.  Mr.  Jenkins has also served  as the President of  DTI
 Com, Inc., one of our subsidiaries, since  November 1999.  In May 1997,  Mr.
 Jenkins founded Dial Thru International Corporation (subsequently  dissolved
 in November 2000), and served as  its President and Chief Executive  Officer
 until  joining  us  in  November 1999.  Prior to 1997, Mr. Jenkins served as
 the  President and Chief Financial Officer  for  Golden  Line  Technology, a
 French telecommunications company.  Prior to entering the telecommunications
 industry,  Mr. Jenkins  owned  and  operated  several  software,  technology
 and  real  estate  companies.  Mr. Jenkins  holds  degrees  in  physics  and
 business/economics.

 ALLEN SCIARILLO  has  been  our  Chief  Financial  Officer,  Executive  Vice
 President and Secretary since July 2001 and was elected as a director in May
 2002.  From  January to March  2001, Mr. Sciarillo  was the Chief  Financial
 Officer  of  Star  Telecommunications,   Inc.,  a  global   facilities-based
 telecommunications carrier.  Prior  to that  time, Mr.  Sciarillo served  as
 Chief Financial  Officer  of InterPacket Networks,  a provider  of  Internet
 connectivity to Internet service providers  worldwide,  from July 1999 until
 its acquisition  by  American  Tower  Corporation  in  December  2000.  From
 October  1997  to  June 1999,  he  served  as  Chief  Financial  Officer  of
 RSL  Com  USA,  a  division  of  RSL  Com  Ltd.,  a global  facilities-based
 telecommunications carrier.  Prior  to joining RSL,  Mr. Sciarillo was  Vice
 President and Controller of Hospitality  Worldwide Services, Inc. from  July
 1996 to October 1997.  Mr. Sciarillo  began his career at Deloitte &  Touche
 and is a Certified Public Accountant.

 LAWRENCE VIERRA  has served  as our Executive Vice President and  a director
 since  January  2000.   From  1995  through  1999,  Mr.  Vierra  served   as
 the  Executive  Vice  President  of  RSL  Com  USA, Inc.,  an  international
 telecommunications   company,   where  he  was  primarily  responsible   for
 international  sales.  Mr. Vierra  has also served on the board of directors
 and executive committees  of various telecommunications companies and he has
 extensive knowledge and experience in the international sales  and marketing
 of  telecommunications products  and  services.  Mr. Vierra holds degrees in
 marketing and business administration.

 ROBERT M. FIDLER  has served as  one of our  directors since November  1994.
 Mr. Fidler joined Atlantic Richfield Company (ARCO) in 1960, was a member of
 ARCO's executive management team from 1976 to 1994 and was ARCO's manager of
 New Marketing Programs from 1985 until his retirement in 1994.

 DAVID HESS was elected to our Board of Directors  in May 2002.  Mr. Hess  is
 currently the  Managing Partner  of RKP  Steering Group,  a company  he  co-
 founded in August 2003.  From  November 2001  until December 2002,  Mr. Hess
 served as the Chief Executive Officer and President, North America of  Telia
 International Carrier, Inc.  Prior to joining Telia, Mr. Hess was part of  a
 turnaround team hired by the board of directors of Rapid Link  Incorporated.
 He served as the  Chief Executive Officer  and as a  director of Rapid  Link
 Incorporated from August  2000 until  September 2001.   On  March 13,  2001,
 Rapid Link Incorporated filed for Chapter 11 bankruptcy protection.   Before
 joining Rapid  Link,  Mr. Hess served  as Chief  Executive Officer  of  Long
 Distance International  from January  1999 until  its acquisition  by  World
 Access in  February 2000.   Mr.  Hess  also served  as President  and  Chief
 Operating Officer of  TotalTel USA from  May 1995 until  January 1999.   Mr.
 Hess received a BA in Communications with a Minor in Marketing from  Bowling
 Green State University.

 Meetings of the Board of Directors

 The Board of Directors held one meeting during the fiscal year ended October
 31, 2003.  The Board  of  Directors has  two standing  committees: an  Audit
 Committee and  a Compensation  Committee. There  is no  standing  nominating
 committee. Each  of the  directors  attended the  meeting  of the  Board  of
 Directors and all meetings of any committee on which such director served.

 Committees of the Board of Directors

 Audit Committee

 The Audit Committee is  comprised of two  non-employee directors, Robert  M.
 Fidler and  Lawrence  Vierra. Nick  DeMare  served on  the  Audit  Committee
 through September 19, 2004.  The  Audit  Committee makes recommendations  to
 the Board  of  Directors  or management  concerning the  engagement  of  our
 independent  public  accountants  and  matters  relating  to  our  financial
 statements, our accounting principles and our system of internal  accounting
 controls. The Audit Committee also reports its recommendations to the  Board
 of Directors  as to  the approval  of our  financial statements.  The  Audit
 Committee held two meetings during the fiscal year ended October 31, 2003.

 Compensation Committee

 The Compensation  Committee  is  comprised of  two  non-employee  directors,
 Robert  M.  Fidler  and  Lawrence  Vierra.   Nick  DeMare  served   on   the
 Compensation  Committee  through  September  19,  2004.   The   Compensation
 Committee is responsible for considering  and making recommendations to  the
 Board of Directors regarding executive compensation and is also  responsible
 for administration of our stock option and executive incentive  compensation
 plans. The Compensation Committee  held no meetings  during the fiscal  year
 ended October 31, 2003.

 Nominating Committee

 We do not have a standing nominating  committee.  Due to our company's  size
 and the resulting efficiency of a Board of Directors that is also limited in
 size, as well as a lack of turnover in our Board of Directors, our Board  of
 Directors has determined  that it is  not necessary or  appropriate at  this
 time to establish a separate Nominating Committee.  Potential candidates are
 discussed by  the  entire Board  of  Directors, and  director  nominees  are
 selected by a  majority of the  independent directors  meeting in  executive
 session.   All of  the nominees  recommended for  election to  the Board  of
 Directors at the Annual Meeting are directors standing for re-election.

 Compensation of Directors

 Each of our directors  who is  not one  of  our  executive officers receives
 a   fee  of  $1,500   for  each  Board  meeting  attended.   Directors   are
 not  compensated  for  attending  committee  meetings.   Our  directors also
 participate in our Company's equity incentive plan and are annually  awarded
 non-qualified stock options for an aggregate  of 5,000 shares of our  Common
 Stock for services rendered to our Company as a director.

 Vote Required

 Directors are elected by a plurality of  the votes of the Shares present  at
 the Annual Meeting in person or represented by proxy and entitled to vote on
 the election of directors.

   THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL OF THE NOMINEES.


         PROPOSAL TWO: AMENDMENT TO THE CERTIFICATE OF INCORPORATION

 On September  9,  2004,  subject  to  stockholder  approval,  the  Board  of
 Directors  authorized  an   amendment  to  the   Company's  Certificate   of
 Incorporation to increase the  number of authorized  shares of Common  Stock
 from  forty-four  million  one  hundred  sixty-nine  thousand  one   hundred
 (44,169,100) shares to eighty-four  million one hundred sixty-nine  thousand
 one  hundred  (84,169,100).  If  approved  by the  stockholders,  the  first
 paragraph of the Sixth Article of the Company's Certificate of Incorporation
 would be amended to provide as follows:

    The aggregate  number of  shares of  all classes  of stock  which the
    corporation  shall  have authority  to  issue  is ninety-four million
    one  hundred  sixty-nine  thousand one  hundred  (94,169,100)  shares
    consisting of (A) eighty-four million one hundred sixty-nine thousand
    one hundred (84,169,100) shares of common stock, par value $0.001 per
    share (the "Common  Stock"), and (B) ten  million (10,000,000) shares
    of  preferred stock,  par  value $0.0001  per  share (the  "Preferred
    Stock").

 The Company is  currently authorized to  issue 44,169,100  shares of  Common
 Stock.  As  of October 4, 2004,  23,022,129  shares  of  Common  Stock  were
 issued and outstanding,  7,269,891 shares  were reserved  for issuance  upon
 exercise of outstanding stock options, warrants and for options that may  be
 granted in the future under the  2002 Equity Incentive Plan, and  42,048,879
 shares  were  required  to  be  reserved  for  convertible  notes.   As  the
 conversion of these notes into  shares is based upon  the fair  value of the
 shares at the date of conversion, the necessary reserve was calculated using
 the fair value at October 4, 2004.

 The terms of  the additional  shares of common  stock will  be identical  to
 those of the currently outstanding shares of common stock. However,  because
 holders of common stock have no  preemptive rights to purchase or  subscribe
 for any unissued stock of the Company, the issuance of additional shares  of
 common stock  will reduce  the  current stockholders'  percentage  ownership
 interest in the  total outstanding shares  of common  stock. This  amendment
 will not alter the current number of issued shares. The relative rights  and
 limitations of the shares of common stock would remain unchanged under  this
 proposal.

 The Board  of  Directors believes  that  it is  advisable  and in  the  best
 interest of the Company  and its stockholders  to have available  authorized
 but unissued shares of common stock in an amount adequate to provide for the
 current and future financing  needs of the Company.  The  additional  shares
 will be available  for issuance  from time  to time  by the  Company in  the
 discretion of the Board of  Directors, normally without further  stockholder
 action (except as may be required for a particular transaction by applicable
 law or  requirements  of  regulatory agencies),  for  any  proper  corporate
 purpose including, among  other things, future  acquisitions of property  or
 securities of other corporations, stock dividends, stock splits, convertible
 debt financing and equity financings.  Other than for current reserve needs,
 the Company  has no  present plans,  understandings  or  agreements for  the
 issuance or use of the proposed additional shares of common stock,  however,
 the Board of Directors believes that if an increase in the authorized number
 of shares of common stock were to be postponed until a specific need  arose,
 the delay and expense  incident to obtaining the  approval of the  Company's
 stockholders at that time could  significantly impair the Company's  ability
 to meet financing requirements or other objectives.

 One of the effects of the proposed amendment might be to enable the Board to
 render it more difficult to, or discourage an attempt to, obtain control  of
 the Company by means of a merger, tender offer, proxy contest or  otherwise,
 and thereby protect the continuity of  present management. The Board  would,
 unless prohibited by applicable law, have additional shares of common  stock
 available to effect transactions (such as  private placements) in which  the
 number of  the Company's  outstanding shares  would be  increased and  would
 thereby dilute the interest of any  party attempting to gain control of  the
 Company.  However, the  amendment may encourage  persons seeking to  acquire
 the Company  to negotiate  directly with  the Board  enabling the  Board  to
 consider  the  proposed  transaction  in  a  manner  that  best  serves  the
 stockholders' interests.

 Vote Required

 The affirmative vote of  stockholders having a  majority of the  outstanding
 Common Stock entitled to vote at  the Annual Meeting is required to  approve
 the  amendment  of  the  Certificate  of Incorporation  of  the Company.  If
 Proposal Two is approved  by the stockholders,  it  will become effective on
 the date the amendment is filed with the Delaware Secretary of State.

 THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION.


     PROPOSAL THREE:  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

 Our Audit Committee has appointed the firm KBA Group LLP as our  independent
 auditors for the fiscal year ending October 31, 2004.  That appointment  has
 also been confirmed and ratified by our Board of Directors and the Board  of
 Directors recommends that  the stockholders  ratify the  appointment of  KBA
 Group LLP as our Company's independent auditors. Although our Bylaws do  not
 require the ratification of the selection of KBA Group LLP by  stockholders,
 as a  matter  of  good  corporate practice,  our  Board  is  submitting  the
 selection of KBA Group LLP for  stockholder approval.  However, even if  the
 stockholders  ratify  the  selection,  our   Board  of  Directors,  in   its
 discretion, may still direct the  appointment of other independent  auditors
 at any time during the year if our Board believes that such change would  be
 in the best interests of our Company and our stockholders.

 Changes in Certifying Accountants

 On August 2, 2002, we received a letter  from the SEC notifying us that  our
 independent auditors, Arthur Andersen LLP,  in connection with the  winding-
 down of  its business,  had notified  the SEC  that it  would be  unable  to
 perform future audit  services for  us effective  immediately.  We  did  not
 receive a copy of this notification directly from Arthur Andersen LLP.

 The audit  report  of Arthur  Andersen  LLP on  our  consolidated  financial
 statements as of and for  the year ended October  31, 2001, the fiscal  year
 audited by  Arthur Andersen  LLP, did  not contain  any adverse  opinion  or
 disclaimer of opinion, nor was it  qualified or modified as to  uncertainty,
 audit scope or accounting  principles, other than a  modification as to  the
 uncertainty of our ability  to continue as a  going concern.  In  connection
 with the audit for the most recent  fiscal year and through August 7,  2002,
 there were  no disagreements  with  Arthur Andersen  LLP  on any  matter  of
 accounting  principle  or  practice,  financial  statement  disclosure,   or
 auditing scope  or procedure,  which disagreements  if not  resolved to  the
 satisfaction of Arthur Andersen LLP would have caused them to make reference
 to them  in their  report on  the financial  statements for  those  periods.
 During the fiscal year  ended October 31, 2001  and through August 7,  2002,
 there were  no  reportable  events  (as  defined  in  Item  304(a)(1)(v)  of
 Regulation S-K.

 On  August 23,  2002,  we reengaged  King  Griffin  & Adamson  P.C.  as  our
 independent  public accountants.  Our  Audit Committee  participated in  and
 approved the decision to  reengage King Griffin &  Adamson P.C.  During  the
 fiscal year ended October 31, 2001 and  through August 23, 2002, we  did not
 consult with King Griffin & Adamson P.C. regarding the following:

        *  the  application   of  accounting   principles   to  a   specified
           transaction, either completed or proposed;

        *  the  type  of  audit  opinion   that  might  be  rendered  on  our
           financial statements, and in no case was a written report provided
           to us  nor was  oral advice  provided  that  we concluded  was  an
           important factor  in  reaching a  decision  as to  an  accounting,
           auditing or financial reporting issue; or

        *  any matter  that was  either the  subject of  a  disagreement,  as
           that term is defined in Item  304(a)(1)(iv) of Regulation S-K  and
           the related  instructions to  Item 304  of  Regulation S-K,  or  a
           reportable event, as that term is defined in Item 304(a)(1)(v)  of
           Regulation S-K.

 On March  6,  2003,  King Griffin  &  Adamson  P.C. resigned  to  allow  its
 successor entity  KBA Group  LLP to  be engaged  as our  independent  public
 accountants.

 The report issued by King Griffin & Adamson P.C. on our financial statements
 for the  fiscal year  ended October  31,  2002 did  not contain  an  adverse
 opinion nor a disclaimer of opinion, and was not qualified or modified as to
 audit scope or accounting principles.  The  report issued by King Griffin  &
 Adamson P.C. on our financial statements  for the fiscal year ended  October
 31, 2002  was  modified  to  include  an  explanatory  paragraph  describing
 conditions that raised substantial doubt about our ability to continue as  a
 going concern.

 In connection with  its audit for  the most recent  fiscal year and  through
 March 5, 2003, there were no disagreements with King Griffin & Adamson  P.C.
 on any matter  of accounting  principles or  practices, financial  statement
 disclosure, or  auditing scope  or procedure,  which disagreements,  if  not
 resolved to the  satisfaction of  King Griffin  & Adamson  P.C., would  have
 caused King Griffin & Adamson P.C. to make reference thereto in their report
 on the financial statements for such year or such interim periods.

 In its letter dated March 10, 2003 to  the SEC, King Griffin & Adamson  P.C.
 stated that it agreed with the statements in the preceding three paragraphs.
 This letter was filed as Exhibit 16 to our Current Report on Form 8-K, filed
 with the SEC on March 10, 2003.

 Our Audit Committee approved the engagement of KBA Group LLP and we  engaged
 KBA Group LLP as our new independent public accountants as of March 6, 2003.
 As KBA Group LLP is a successor entity  to King Griffin & Adamson P.C.,  the
 section addressing  consultation of  the  newly engaged  independent  public
 accountants is not applicable.

 Audit and Non Audit Fees

 Audit Fees

 The aggregate  fees  billed  by KBA  Group  LLP  for  professional  services
 rendered for  the audit  of the  Company's annual  financial statements  and
 review of the interim financial statements  included in the Company's  Forms
 10-Q, including services related thereto, were $94,626 and $114,166 for  the
 fiscal years ended October 31, 2003 and 2002, respectively.  Arthur Andersen
 LLP, our  former  independent public  accountants,  billed us  an  aggregate
 $8,900 as audit fees during the fiscal year ended October 31, 2002.

 Audit-Related Fees

 There were no audit-related fees billed  by KBA Group LLP during the  fiscal
 years ended October 31, 2003 and 2002.

 Tax Fees

 The aggregate  fees  billed  by KBA  Group  LLP  for  professional  services
 rendered for tax compliance,  tax advice and tax  planning were $28,985  and
 $14,557 for the fiscal years ended October 31, 2003 and 2002,  respectively.
 The services comprising the fees reported as "Tax Fees" included tax  return
 preparation,  review  of  registration  statements,  consultation  regarding
 various tax issues  and support provided  to management  in connection  with
 income and other tax  audits.  Arthur Andersen  LLP, our former  independent
 public accountants, billed  us an aggregate  $7,000 as tax  fees during  the
 fiscal year ended October 31, 2002.

 All Other Fees

 There were no fees billed by KBA  Group LLP for products and services  other
 than those described above for the  fiscal years ended October 31, 2003  and
 2002.

 Policy on Audit Committee  Pre-Approval of Audit  and Non-Audit Services  of
 Independent Auditor

 The Audit Committee's policy will be to pre-approve all audit and  allowable
 non-audit services provided by the independent auditors.  These services may
 include audit  services,  audit-related  services, tax  services  and  other
 services.  The  Audit Committee  may delegate  the authority  to grant  pre-
 approval of auditing or allowable non-audit services to one or more  members
 of  the  Audit  Committee.  Each  pre-approval  decision  pursuant  to  this
 delegation will  be  presented to  the  full  Audit Committee  at  its  next
 scheduled meeting for ratification.

 Vote Required

 The ratification of  the appointment  of KBA  Group LLP  as our  independent
 auditors  for  the  fiscal  year  ending  October   31,  2004  requires  the
 affirmative vote of the holders  of a  majority of the shares of our  Common
 Stock present at the Annual  Meeting in person or by proxy  and entitled  to
 vote.

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
       SELECTION OF KBA GROUP LLP AS OUR INDEPENDENT AUDITORS FOR 2004.


 Compliance with Section 16(a) of the Securities Exchange Act of 1934

 Section 16(a) of the Securities Exchange  Act of 1934, as amended,  requires
 our directors and executive  officers and persons who  own more than 10%  of
 our Common Stock to file with the Securities and Exchange Commission initial
 reports of ownership and reports of changes in ownership of our Common Stock
 and other  equity  securities.  Officers, directors  and  greater  than  10%
 stockholders are required by  SEC regulations to furnish  us with copies  of
 all Section 16(a) reports that they file. To our knowledge, based solely  on
 the review of the copies of such reports filed during the fiscal year  ended
 October 31, 2003, all  Section 16(a) filing  requirements applicable to  our
 officers, directors and greater than 10% beneficial owners were met.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

 The following table sets forth certain information  as  of  October 4, 2004,
 concerning the  beneficial  ownership  of  our  Common  Stock  by  (i)  each
 stockholder known by  us to  own beneficially five  percent or  more of  our
 outstanding Common Stock,  (ii) each of  our current  directors, (iii)  each
 Named Executive  Officer,  and  (iv)  all  of  our  executive  officers  and
 directors as a  group.   Except as otherwise  indicated below,  each of  the
 entities or persons named in the table has sole voting and investment  power
 with respect to all shares of  our Common Stock beneficially owned by  them.
 Effect has  been given  to shares  reserved for  issuance under  outstanding
 stock options and warrants where indicated.



                                                 Number of      Percent of
     Name and address of Beneficial Owner        Shares (1)     Class (2)
     ------------------------------------       ------------    ---------
     Dodge Jones Foundation                     1,000,000          4.34%
     400 Pine Street, Suite 900
     Abilene, TX  79601

     John Jenkins                              26,425,121 (3)     63.76%
     17383 Sunset Boulevard, Suite 350
     Los Angeles, CA  90272

     Lawrence Vierra                            1,399,608 (4)      5.79%
     8760 Castle Hill Avenue
     Las Vegas, NV  89129

     Robert M. Fidler                              14,000 (5)        *
     987 Laguna Road
     Pasadena, CA  91105

     David Hess                                         0            *
     545 Alder Avenue
     Westfield, NJ  07090

     Allen Sciarillo                            1,594,608 (6)      6.54%
     17383 Sunset Boulevard, Suite 350
     Los Angeles, CA  90272

     Global Capital Funding Group L.P.         15,743,232 (7)     41.38%
     106 Colony Park Drive
     Cumming, GA  30040

     GCA Strategic Investment Fund Limited     10,813,538 (8)     31.96%
     106 Colony Park Drive
     Cumming, GA  30040

     All Executive Officers and Directors      29,453,616         67.01%
     as a group (6 persons)

       *   Reflects less than one percent.

      (1)  Beneficial ownership  is determined  in accordance with the  rules
           of the SEC.  In computing the number of shares beneficially  owned
           by a person and the percentage ownership of that person, shares of
           our Common  Stock subject  to options  or  warrants held  by  that
           person  that are  exercisable  within  60  days of October 4, 2004
           are  deemed  outstanding.  Such shares,  however, are  not  deemed
           outstanding for purposes of computing  the ownership of any  other
           person.
      (2)  Based  upon 23,022,129  shares of Common  Stock outstanding as  of
           October 4, 2004.
      (3)  Includes   (i)  700,000  shares  of  Common  Stock  which  may  be
           acquired through the exercise of options, (ii) 2,148,390 shares of
           Common Stock  which  may  be  acquired  through  the  exercise  of
           warrants, and (iii) 15,576,731 shares of Common Stock which may be
           acquired through the conversion of a convertible note (shares from
           conversion  calculated  using  the  closing  bid  share  price  at
           October 4, 2004);  all  of  which  are exercisable or  convertible
           within 60 days of October 4, 2004.
      (4)  Includes   (i)  400,000  shares  of  Common  Stock  which  may  be
           acquired through the exercise of warrants and (ii) 744,608  shares
           of Common Stock which may be acquired through the conversion of  a
           convertible note  (shares  from conversion  calculated  using  the
           closing  bid  share  price at October 4, 2004); all of which  are
           exercisable or convertible within 60 days of October 4, 2004.
      (5)  Includes  10,000  shares of  Common Stock  which may  be  acquired
           through the exercise of option and warrants which are  exercisable
           within 60 days of October 4, 2004.
      (6)  Includes   (i)  500,000  shares  of  Common  Stock  which  may  be
           acquired through the exercise of  options, (ii) 100,000  shares of
           Common Stock  which  may  be  acquired  through  the  exercise  of
           warrants, and (iii) 744,608  shares of Common  Stock which may  be
           acquired through the conversion of a convertible note (shares from
           conversion  calculated  using  the  closing  bid  share  price  at
           October 4, 2004);  all  of  which  are exercisable or  convertible
           within 60 days of October 4, 2004.
      (7)  Includes   (i)  600,000  shares  of  Common  Stock  which  may  be
           acquired through  the exercise  of  warrants and  (ii)  14,419,394
           shares  of  Common  Stock  which  may  be  acquired  through   the
           conversion  of  a   convertible  note   (shares  from   conversion
           calculated using 80% of  the average of  the three lowest  closing
           bid share prices from  September 7, 2004 through  October 4, 2004)
           if  the  related  convertible  note  remains  outstanding  at  its
           maturity date of November 8, 2004; all of which are exercisable or
           convertible within 60 days of October 4, 2004.
      (8)  Includes   (i)  250,000  shares  of  Common  Stock  which  may  be
           acquired through  the exercise  of  warrants and  (ii)  10,563,538
           shares  of  Common  Stock  which  may  be  acquired  through   the
           conversion of convertible notes (shares from conversion calculated
           using 85% of  the average of  the three lowest  closing bid  share
           prices  from  September 7, 2004  through October 4, 2004); all  of
           which are exercisable or convertible within 60 days  of October 4,
           2004.


                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 In October  2001,  we executed  10%  convertible  notes with  three  of  our
 executive officers and directors, who each provided financing to our Company
 in the aggregate principal amount of  $1,945,958.  The Notes were issued  as
 follows: (i) a Note in the  principal amount of $1,745,957 to John  Jenkins,
 our Chief Executive Officer; (ii) a Note in the principal amount of $100,000
 to Allen  Sciarillo,  our  Executive  Vice  President  and  Chief  Financial
 Officer; and  (iii) a  Note in  the principal  amount of  $100,000 to  Larry
 Vierra, our Director.  With an  original maturity date of October 24,  2003,
 these Notes  were  amended to  mature  on February  24,  2004, and  are  now
 currently  due on demand.  Each Note  is secured by  certain of our  assets.
 Each Note was  originally convertible at six-month  intervals only, but  was
 subsequently amended in November 2002 to provide for conversion into  shares
 of our Common Stock at the option of the holder at any time.  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 $0.75 per share, which warrants  expire
 on October 24, 2006.

 In January and July 2002,  the Notes issued to  Mr. Jenkins were amended  to
 include additional advances in the  aggregate principal amount of  $402,433.
 We also issued to Mr. Jenkins warrants to acquire an additional 102,433  and
 300,000 shares of Common Stock, respectively, at an exercise price of  $0.75
 per share,  which warrants  expire on  January 28,  2007 and  July 8,  2007,
 respectively.

 On  September 20, 2004,  the  holders  of  the  Notes converted  a total  of
 $877,500 of principal into 6,750,000 shares of Common Stock.


 Compensation Committee Interlocks and Insider Participation

 The Compensation Committee consists of non-employee directors Messrs. Fidler
 and  Vierra.  Neither of  the  members  of  the  Compensation  Committee  is
 currently an officer  or employee  of our Company.   None  of our  executive
 officers serves  as a  member  of the  board  of directors  or  compensation
 committee of  any other  entity  that has  one  or more  executive  officers
 serving as a  member of our  Board of Directors  or Compensation  Committee.
 No member of our Board of Directors is an executive officer of a company  in
 which one of  our executive  officers serves  as a  member of  the board  of
 directors or compensation committee of that company.

                            EXECUTIVE COMPENSATION

 The following table summarizes  the compensation we  paid during the  fiscal
 years ended October 31, 2003, 2002, and 2001 for services in all  capacities
 to each of  our chief  executive officer  and our  other executive  officers
 whose total annual salary  and bonus exceeded  $100,000 during fiscal  2003.
 We refer to these individuals collectively as our Named Executive Officers.

                          Summary Compensation Table
                                                    Securities
                                                    Underlying
  Name and Principal                                 Options/      All other
      Position        Year  Salary ($)  Bonus ($)  Warrants (#)  Compensation
 -------------------  ----  ----------  ---------  ------------  ------------

 John Jenkins         2003    150,000      -0-          -0-           -0-
 Chairman, CEO        2002    151,042      -0-          -0-           -0-
 and President        2001    108,833      -0-        700,000         -0-

 Allen Sciarillo      2003    125,000     1,106         -0-           -0-
 Executive Vice       2002    141,667      -0-          -0-           -0-
 President and Chief  2001      -0-        -0-        500,000         -0-
 Financial Officer

 Aggregated Option Exercise in Last Fiscal Year and Fiscal Year End Option
 Values



 The following table sets forth information with respect to the number of
 options held at the 2003 fiscal year end and the aggregate value of in-the-
 money options held at the 2003 fiscal year end by each of the Named
 Executive Officers.

                                                Number of securities        Value of unexercised
                                               underlying unexercised       in-the-money options
                                   Value         options at Fiscal               at Fiscal
                 Shares acquired  realized          Year End (#)              Year End ($) (2)
     Name        on exercise (#)   ($)(1)    Exercisable  Unexercisable  Exercisable  Unexercisable
 --------------- ---------------  --------   --------------------------  --------------------------
                                                                     

 John Jenkins          -0-          -0-        466,666       233,334         -0-           -0-
 Allen Sciarillo       -0-          -0-        333,333       166,667         -0-           -0-

 (1)  The value  realized upon the exercise  of stock options represents  the
 difference between  the exercise  price of  the stock  option and  the  fair
 market value of our  Common Stock as of  the last trading  date of our  2003
 fiscal year, multiplied by  the number of options  exercised on the date  of
 exercise.

 (2)   The value  of "in-the-money"  options represents  the positive  spread
 between the exercise price of  the option and the  fair market value of  the
 underlying shares based on  the closing stock price  of our Common Stock  on
 the last trading day of fiscal year 2003,  which was $0.17 per  share.  "In-
 the-money" options include only those options where the fair market value of
 the stock  is higher  than the  exercise price  of the  option on  the  date
 specified.  The actual value, if any, an executive realizes on the  exercise
 of options will depend on the fair market  value of our Common Stock at  the
 time of exercise.



 Employment Agreements

 We do not currently have employment  agreements with any of our officers  or
 employees.

 Code of Ethics and Business Conduct

 We have adopted a Code of Ethics  and Business Conduct applicable to all  of
 our directors  and employees,  including  our principal  executive  officer,
 principal financial officer,  principal accounting  officer, controller  and
 other employees performing similar  functions.  We have  filed this Code  of
 Ethics and Business Conduct  with our Form  10-K, filed with  the SEC on  or
 about January 29, 2004.  A copy of this Code of Ethics and Business  Conduct
 is available by  writing to Investor  Relations at  Dial Thru  International
 Corporation, 17383  Sunset Boulevard,  Suite  350, Los  Angeles,  California
 90272, or you can access copies of all our SEC filings on the SEC website at
 http://www.sec.gov.


           COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

 The Compensation Committee is  responsible for implementing, overseeing  and
 administering  the  Company's   overall  compensation   policy.  The   basic
 objectives of that policy  are to (a) provide  compensation levels that  are
 fair and competitive with  peer companies, (b)  align pay with  performance,
 and (c)  where  appropriate, provide  incentives  which link  executive  and
 stockholder interests and long-term corporate objectives through the use  of
 equity-based incentives.  Overall, the  compensation program is designed  to
 attract, retain and motivate high quality  and experienced employees at  all
 levels.  The principal elements of  executive officer compensation are  base
 pay, bonus and  stock options, together  with health  benefits. The  various
 aspects of  the compensation  program, as  applied  to the  Company's  Named
 Executive Officers, are outlined below.

 Executive  officer  compensation  is,  in  large  part,  determined  by  the
 individual officer's ability to achieve  his or her performance  objectives.
 Each  of  the  Company's  Named  Executive  Officers  participates  in   the
 development of an annual business strategy from which individual  objectives
 are established and performance goals are measured periodically.  Initially,
 the objectives  are  proposed  by the  particular  officer  involved.  Those
 objectives are then  determined by the  Chief Executive Officer  or, in  the
 case of Mr. Jenkins's objectives, by the Board of Directors.

 The Compensation Committee did not meet in fiscal 2003.  The compensation of
 our executive officers during the 2003  fiscal year did not change from  the
 previous fiscal  year  and  was continued  under  compensation  arrangements
 already in place.

 Base Pay

 Initially, base pay  was established at  levels that were  considered to  be
 sufficient to  attract experienced  personnel but  which would  not  exhaust
 available resources.  As the Company grows, the compensation focus continues
 to emphasize other areas of compensation. Executive officers understand that
 their  principal opportunities  for  substantial  compensation  lie  not  in
 enhanced base  salary,  but rather  through  appreciation in  the  value  of
 previously granted stock options.   Thus, base pay  has not represented  the
 most critical element of executive officer compensation.

 Mr. Jenkins, the  Company's President  and Chief  Operating Officer  through
 September 2001, was promoted to  the position of CEO  in October 2001.   Mr.
 Jenkins' base  pay for  fiscal 2001,  2002 and  2003 was  established at  an
 amount considered  below  market  in comparison  to  executive  compensation
 levels  for  companies  of  similar size  and  maturity.   The  Compensation
 Committee established, and Mr.  Jenkins accepted,  below market compensation
 at the beginning of  fiscal 2001, based on  a variety of factors,  including
 the performance of the Company, the ability of the Company to obtain funding
 to support its operational cash flow requirements, and a desire to save  the
 Company the  expense of  compensation at  market levels.   The  Compensation
 Committee set Mr. Jenkins' salary at $100,000 per annum for fiscal 2001  and
 $150,000 for fiscal years 2002 and 2003.

 Bonus

 The Compensation Committee has determined that a cash incentive plan will be
 implemented when the Company is able to achieve positive operating results.

 Stock Options

 The Compensation  Committee  believes  that a  stock  option  plan  provides
 capital accumulation opportunities to participants in a manner that  fosters
 the alignment of the  participants' interests and  risks with the  interests
 and  risks  of  public  stockholders.  The  Compensation  Committee  further
 believes that stock options can function to assure the continuing  retention
 and loyalty  of employees.  Options  that have  been  granted to  the  Named
 Executive Officers typically carry three-year  vesting schedules.  If  these
 officers leave the Company's employ before  their options are fully  vested,
 they will lose a portion of  the benefits that they might otherwise  receive
 if they remain in the Company's employ for the entire vesting period.  Stock
 option grants  have been  based upon  amounts  deemed necessary  to  attract
 qualified employees and  amounts deemed necessary  to retain such  employees
 and to equitably reward high  performance employees for their  contributions
 to our  development. For  most of  the Company's  executive officers,  stock
 options generally constitute the most  substantial portion of the  Company's
 compensation program.

 The Compensation Committee believes that an appropriate compensation program
 can help  in fostering  competitive operations  if  the program  reflects  a
 suitable balance between providing appropriate awards to key employees while
 at the same time effectively controlling compensation costs, principally  by
 establishing  cash  compensation  at  competitive  levels  and   emphasizing
 supplemental compensation that  correlates the  performance of  individuals,
 the Company and its Common Stock.

 This report has been furnished by the Compensation Committee of the Board of
 Directors.

                                             Robert M. Fidler
                                             Lawrence Vierra


                           AUDIT COMMITTEE MATTERS

 Independence of Audit Committee Members

 Our Common Stock is quoted on the OTC Bulletin Board and is governed by  the
 standards applicable thereto.  All  members  of the Audit  Committee of  the
 Board of  Directors  have  been determined  to  be  "independent  directors"
 pursuant to the  definition contained  in Rule 4200(a)(15)  of the  National
 Association of Securities Dealers' Marketplace rules.

                            AUDIT COMMITTEE REPORT

 In connection with the preparation and  filing of our Annual Report on  Form
 10-K for the year ended October 31, 2003:

  (1) the  Audit  Committee  reviewed  and discussed  the  audited  financial
      statements with our management;

  (2) the Audit Committee discussed with our independent auditors the matters
      required to be discussed by Statement of Auditing Standards No. 61; and

  (3) based  on  the review  and  discussions referred  to above,  the  Audit
      Committee  recommended  to  the   Board  that  the  audited   financial
      statements be included  in the 2003  Annual Report on  Form 10-K  filed
      with the SEC.

                          By: The Audit Committee of the Board of Directors
                                         
                          Robert Fidler
                          Lawrence Vierra


 Stock Performance Graph

 The following graph compares the percentage  change in the cumulative  total
 shareholder return on our Common Stock  with the cumulative total return  of
 the Nasdaq Stock Market (U.S.) Composite  Index and the Nasdaq Stock  Market
 Telecommunications Index (IXTC-O) for the five year period ended October 31,
 2003. For  purposes of  the graph,  it  is assumed  that  the value  of  the
 investment in our Common Stock and each  index was $100 on October 31,  1998
 and that all dividends were reinvested.

 The comparison in the graph below is based solely on historical data and  is
 not intended  to forecast  the possible  future  performance of  our  Common
 Stock.

                           COMPARISON OF FIVE YEAR
      CUMULATIVE TOTAL RETURN AMONG DIAL THRU INTERNATIONAL CORPORATION,
         THE NASDAQ STOCK MARKET (U.S.)  AND THE NASDAQ TELECOM INDEX

                      [ PERFORMANCE GRAPH APPEARS HERE ]

                           TELECOMMUNICATIONS INDEX

                            October   October   October   October   October
                              31,       31,       31,       31,       31,
 CUMULATIVE TOTAL RETURN     1999      2000      2001      2002      2003
 --------------------------------------------------------------------------
 Dial Thru International
   Corporation               $280      $490      $224       $38       $54
 Nasdaq Stock Market (US)    $188      $234       $97       $75      $101
 Nasdaq Telecom Index        $186      $157       $53       $27       $27



                            STOCKHOLDER PROPOSALS

 Any stockholder  who wishes  to submit  a proposal  for us  to consider  for
 inclusion in  our 2005  proxy materials  and for  presentation at  our  2005
 Annual Meeting of Stockholders, you must  send such proposal to our  Company
 Secretary at  the  address  indicated  on  the  first  page  of  this  proxy
 statement, so that the  Secretary receives it no  later than March 1,  2005,
 unless the 2005 Annual Meeting will be held on  a date that is more than  30
 days before or after November  9, 2005, the anniversary  of the date of  the
 2004 Annual Meeting, in  which case we must  receive your proposal within  a
 reasonable time  before we  mail the  proxy materials  for our  2005  Annual
 Meeting.

 Advance Notice Requirements

 Our Bylaws require  that stockholder proposals  and director nominations  by
 stockholders be made in compliance with certain advance notice requirements.
 For  business  to  be  properly  brought  before  an  annual  meeting  by  a
 stockholder, the stockholder must deliver a written notice to our  Secretary
 no later than 90 days prior to  the date of the scheduled meeting;  however,
 if less than 100 days' notice or prior public disclosure of the date of  the
 scheduled meeting is given, notice by the stockholder must be given no later
 than the close of business on the tenth day following our public  disclosure
 or mailing of  a notice setting  forth the date  of the annual  meeting.   A
 stockholder's notice to the Secretary with regard to an annual meeting shall
 be in the form required by our Bylaws.

 The chairman of  the meeting  may refuse to  bring any  business before  the
 meeting that is not properly brought  before the meeting in accordance  with
 our Bylaws.  Copies of our Bylaws are available upon written request to  our
 Secretary.  The advance notice requirements  for our annual meetings do  not
 supersede  the  requirements  or  conditions  established  by  the  SEC  for
 stockholder proposals to be included in our proxy materials for a meeting of
 stockholders.

                                OTHER MATTERS

 Our Board of  Directors is not  aware of any  other matters that  are to  be
 presented for action at  the Annual Meeting. However,  if any other  matters
 properly come before the Annual Meeting or any adjournment(s) thereof, it is
 intended that  the enclosed  proxy  will be  voted  in accordance  with  the
 judgment of the persons voting the proxy.

 Annual Report and Financial Information

 Our Annual Report to stockholders covering our fiscal year ended October 31,
 2003, including our audited financial statements, is enclosed herewith.  The
 Annual Report does not form any  part of the materials for the  solicitation
 of proxies.

 Form 10-K

 We filed an annual report on Form 10-K with the SEC on or about  January 29,
 2004.  You may obtain a copy of  that report, without charge, by writing  to
 Investor Relations  at Dial  Thru  International Corporation,  17383  Sunset
 Boulevard, Suite  350, Los  Angeles, California  90272,  or you  can  access
 copies of all our SEC filings on the SEC website at http://www.sec.gov.

                                    By Order of the Board of Directors


                                    /s/ Allen Sciarillo
                                    ----------------------------------
                                    Allen Sciarillo,
                                    Secretary



                                [PROXY CARD]

                     DIAL THRU INTERNATIONAL CORPORATION


  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
            MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 9, 2004


 The undersigned  hereby  constitutes and  appoints  John Jenkins  and  Allen
 Sciarillo, or either of them, as  the true and lawful attorneys and  proxies
 of the  undersigned,  with full  power  of substitution,  to  represent  the
 undersigned and to  vote all  of the  shares of  Common Stock  of  Dial Thru
 International Corporation, that the undersigned is  entitled to vote at  the
 Annual Meeting of Stockholders of Dial Thru International Corporation  to be
 held on November 9, 2004 and at any and all adjournments thereof.

  1. Election of          [   ]  FOR ALL nominees         [   ]  WITHOLD
     Directors:                  named below                     AUTHORITY to 
                                 (except as                      vote for all
                                 marked to the                   nominees
                                 contrary)                       named below



   John Jenkins, Allen Sciarillo, Larry Vierra, Robert M. Fidler, David Hess

   (INSTRUCTION: To withhold authority to vote for any individual nominee,
   write the nominee's name on the line below.)

 ----------------------------------------------------------------------------

 2. To  amend the  Company's Certificate  of  Incorporation to  increase  the
 amount of authorized common stock.

   [   ]  FOR             [   ]  AGAINST                  [   ]  ABSTAIN
 ___________________________________________________________________________

 3. To ratify the selection of KBA  Group LLP to serve as independent  public
 accountants for  Dial Thru  International Corporation  for the  2004  fiscal
 year.

   [   ]  FOR             [   ]  AGAINST                  [   ]  ABSTAIN

 In their discretion, to vote upon  such other business as may properly  come
 before the meeting or any adjournments thereof.

                 (Continued and to be signed on Reverse Side)



                         (Continued from Other Side)

 THE RIGHT TO REVOKE THIS PROXY AT ANY  TIME BEFORE IT IS VOTED IS  RESERVED.
 WHEN PROPERLY EXECUTED, THIS PROXY WILL  BE VOTED OR WITHHELD IN  ACCORDANCE
 WITH THE SPECIFICATIONS MADE IN THIS  PROXY.  IF NO SPECIFIC DIRECTIONS  ARE
 GIVEN, THIS PROXY  WILL BE  VOTED FOR THE  ELECTION OF  DIRECTORS, FOR  EACH
 OTHER PROPOSAL SET FORTH HEREIN AND  IN THE DISCRETION OF THE PROXY  HOLDERS
 ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

 All proxies to  vote at the  Meeting or any  adjournment thereof  previously
 given by the undersigned are hereby revoked.


  [INSERT MAILING             Dated: ___________________________
      LABEL]

                              __________________________________
                              Signature of Shareholder

                              __________________________________
                              Signature (if jointly
                              owned) Please sign exactly as the name
                              appears on the certificate or certificates
                              representing shares to be voted by the
                              proxy. When signing as executor,
                              administrator, attorney trustee or guardian,
                              please give full title as such.  If a
                              corporation, please sign in full corporate
                              name by president or other authorized
                              person. If a partnership, please sign
                              in partnership name by authorized person.



 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
 ENVELOPE.