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

                                  FORM 10-Q/A
                               (Amendment No. 2)

  [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 For the Period Ended January 31, 2001
                                 -----------
                                      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.)

      700 South Flower, Suite 2950
        Los Angeles, California                          90017
  ----------------------------------------   --------------------------------
  (Address of principal executive offices)            (Zip Code)

                               (213) 627-7599
  ---------------------------------------------------------------------------
            (Registrant's telephone number, including area code)
  ---------------------------------------------------------------------------
            (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 [ ]


 As  of March 15, 2001,  10,369,958 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


                                                      (Restated)    (Restated)
                                                      JANUARY 31,   OCTOBER 31,
                                                          2001          2000
                                                      -----------   -----------
                                                      (unaudited)
                                                             
                       ASSETS
                       ------
 CURRENT ASSETS
   Cash and cash equivalents                         $     92,138  $     73,867
   Trade accounts receivable, net of allowance for
     doubtful accounts of $930,766 at January 31,
     2001 and October 31, 2000, respectively              440,629       455,819
   Prepaid expenses and other                              97,743       116,785
   Investment in Marketable Securities                    446,820             -
                                                      -----------   -----------
       Total current assets                             1,077,330       646,471
                                                      -----------   -----------

 PROPERTY AND EQUIPMENT, net                            1,438,581     1,539,544
 PROPERTY AND EQUIPMENT HELD FOR SALE                     320,307       320,307
 ADVERTISING CREDITS, net                               2,453,027     2,453,027
 OTHER ASSETS                                             204,483       205,473
 EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF
   COMPANY ACQUIRED, net of amortization of
   $145,185 and $104,148 at January 31, 2001
   and October 31, 2000, respectively                     911,290       937,327
                                                      -----------   -----------
 TOTAL ASSETS                                        $  6,405,018  $  6,102,149
                                                      ===========   ===========


         LIABILITIES AND SHAREHOLDERS' EQUITY
         ------------------------------------

 CURRENT LIABILITIES
   Current portion of long-term debt, net of debt
    discount of none and $315,988 at January 31,
    2001 and October 31, 2000, respectively          $  1,000,000  $    684,012
   Note payable to shareholder                            646,000       346,000
   Current portion of capital lease obligation             79,293       102,472
   Trade accounts payable                               3,136,028     3,930,315
   Accrued liabilities                                    186,598       365,765
   Deferred revenue                                        71,677        47,190
                                                      -----------   -----------
       Total current liabilities                        5,119,596     5,475,754
                                                      -----------   -----------

 CAPITAL LEASE OBLIGATION, net of current portion         118,615       118,615

 SHAREHOLDERS' EQUITY
   Preferred stock, $.001 par value, 10,000,000
    shares authorized, none issued or outstanding               -             -
   Common stock, 44,169,100 shares authorized; $.001
    par value; 10,039,090 shares issued and 10,027,068
    outstanding at January 31, 2001 and 9,895,090
    shares issued and 9,883,068 outstanding at
    October 31, 2000, respectively                         10,039         9,895
   Additional paid-in capital                          34,114,849    33,838,158
   Accumulated deficit                                (32,880,715)  (33,262,907)
   Accumulated other comprehensive income                  (5,416)       (5,416)
   Treasury stock, 12,022 common shares in
    2000 at cost                                          (54,870)      (54,870)
   Subscription receivable - common stock                 (17,080)      (17,080)
                                                      -----------   -----------
       Total shareholders' equity                       1,166,807       507,780
                                                      -----------   -----------
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $  6,405,018  $  6,102,149
                                                      ===========   ===========

  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,
                                                 ------------------------
                                                    2001         2000
                                                 ----------    ----------
                                                 (Restated)
                                                        
   REVENUES
        Revenues                                $   890,620   $ 3,806,767
                                                 ----------    ----------
              Total revenues                        890,620     3,806,767

   COSTS AND EXPENSES
        Cost of revenue                             667,006     4,363,673
        Sales & marketing                           202,573       508,214
        Non-cash sales and marketing expense        258,616            -
        General & administrative                    606,758       940,096
        Depreciation and amortization               146,890       115,105
                                                 ----------    ----------
              Total cost and expenses             1,881,843     5,927,088
                                                 ----------    ----------
                Operating Loss                     (991,223)   (2,120,321)

   OTHER INCOME (EXPENSES)
        Interest and financing costs               (323,731)            -
        Interest income                               4,958        36,951
        Other related to settlement of
          disputes (Note J)                       1,692,187           -
                                                 ----------    ----------
              Total other income                  1,373,414        36,951

                                                 ----------    ----------
   NET INCOME (LOSS)                            $   382,191   $(2,083,370)
                                                 ==========    ==========
   EARNINGS (LOSS) PER SHARE:
     Basic and diluted earnings (loss)
       per share                                $      0.03   $     (0.26)
                                                 ==========    ==========
   SHARES USED IN THE CALCULATION OF PER
     SHARE AMOUNTS:
     Basic common shares                          9,951,215     7,892,030
     Dilutive impact of stock options,
       warrants and convertible debentures          643,824             -
                                                 ----------    ----------
     Dilutive common shares                      10,595,039     7,892,030
                                                 ==========    ==========

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





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

                                                         THREE MONTHS ENDED
                                                            JANUARY 31,
                                                      ------------------------
                                                         2001         2000
                                                      ----------    ----------
                                                      (Restated)
                                                             
  CASH FLOWS FROM OPERATING ACTIVITIES
    Net income  (loss)                               $   382,191   $(2,083,370)
    Adjustments to reconcile net income (loss) to net
      cash used in operating activities:
        Marketable securities received in settlement
         of dispute                                     (446,820)            -
        Stock and warrants issued for services           258,616             -
        Financing fees and amortization of debt
           discount financing fees                       315,988             -
        Depreciation and amortization                    149,205       114,355
        (Increase) decrease in:
           Trade accounts receivable                      15,190    (1,027,320)
           Accounts receivable - other                         -         1,999
           Inventory                                           -      (105,246)
           Prepaid expenses and other                     19,042        39,663
           Other assets                                        -       (29,705)
        Increase (decrease) in:
           Trade accounts payable                       (794,287)    1,774,161
           Accrued liabilities                          (179,167)     (109,354)
           Deferred revenue                               24,487       689,150
                                                      ----------    ----------
    Net cash used in operating activities               (255,555)     (735,667)
                                                      ----------    ----------
  CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                   (21,215)     (111,048)
    Payments on note receivable                                -       300,000
    Cash in DTI at acquisition date                            -        69,137
                                                      ----------    ----------
    Net cash provided by (used in) investing
      activities                                         (21,215)      258,089
                                                      ----------    ----------
  CASH FLOWS FROM FINANCING ACTIVITIES
    Payments on note payable                                   -       (40,500)
    Payments on shareholder note payable                       -       (54,000)
    Proceeds from shareholder                            300,000             -
    Payments on capital leases                           (23,178)      (23,882)
    Change in restricted cash                                  -          (836)
    Issuance of common shares for cash                         -        29,953
    Proceeds from exercise of stock options               18,219             -
                                                      ----------    ----------
    Net cash provided by (used in) financing
      activities                                         295,041       (89,265)
                                                      ----------    ----------
  NET INCREASE (DECREASE) IN CASH                         18,271      (566,843)

  Cash and cash equivalents at beginning of year          73,867       846,141
                                                      ----------    ----------
  Cash and cash equivalents at end of year           $    92,138   $   279,298
                                                      ==========    ==========
  SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING
    AND FINANCING ACTIVITIES
    Cash paid for interest                           $         -   $    15,517



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



                         DIAL-THRU INTERNATIONAL CORPORATION
                                  AND SUBSIDIARIES

           NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 NOTE A - BASIS OF PRESENTATION

 The condensed consolidated financial  statements of Dial-Thru  International
 Corporation and its subsidiaries included in  this Form 10-Q are  unaudited.
 Accordingly, they  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, 2001 and 2000  have been included.  Operating results  for
 the three-month period ended January 31, 2001 are not necessarily indicative
 of the results that may  be expected for the  year ending October 31,  2001.
 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 year ended October 31, 2000.

 Prior to  December  7,  1998,  the Company  operated  in  the  software  and
 telecommunications industries.  On  December 7, 1998,  the Company sold  its
 retail automation software business (the "Software Business") to  Affiliated
 Computer  Services,  Inc.  ("ACS").   Therefore,  the  Company   no   longer
 engages  in  the  Software  Business, and  is  now  operating  only  in  the
 telecommunications industry (the "Telecommunications Business").

 On November 2, 1999, the Company acquired substantially all of the  business
 and assets of Dial-Thru International Corporation, a California corporation,
 now known as DTI-LIQCO, Inc., along  with the rights to the name  "Dial-Thru
 International Corporation."  On  January 19, 2000,  the Company changed  its
 name from  ARDIS Telecom  & Technologies,  Inc. to  Dial-Thru  International
 Corporation("DTI").

 During 1998 and  1999, the Company's  operations included  mainly sales  and
 distribution  of  prepaid  domestic  and  international  calling  cards   to
 wholesale and retail customers.  Starting January 2000, the Company  changed
 its focus from prepaid calling cards  to becoming a full service,  facility-
 based  provider  of  communication  products   to  small  and  medium   size
 businesses, both domestically and internationally.  The Company now 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 the products to
 the end user.

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

 DTI is also introducing "VoIP" to a new segment of customers by delivering a
 high quality, reliable  and scaleable solution  that uniquely addresses  the
 needs of the rapidly growing "VoIP" industry.


 NOTE B - EARNINGS (LOSS) PER SHARE

 The shares issuable  upon the exercise  of stock options  and warrants,  and
 convertible debentures are  excluded from  the calculation  of net  earnings
 (loss) per share as their effect on continuing operations net loss would  be
 antidilutive.


 NOTE C - REVENUE RECOGNITION AND COSTS OF REVENUES

 Revenues  from prepaid  services sold  where the  Company operates  its  own
 switch are  recognized from customer usage.   The Company sells products  to
 retailers  and  distributors  at  a fixed  price.    When  the  retailer  or
 distributor  is  invoiced,  referred  revenue  is  recognized.  The  Company
 recognizes  revenue,  and  reduces  the  deferred  revenue  account  as  the
 customer  utilizes  calling time  or  upon expiration  of  cards  containing
 unused calling time.

 Revenues  generated by international  re-origination and dial-thru  services
 are  based on  minutes of  customer  usage.   The Company  records  payments
 received in advance as deferred revenue until such services are provided.


 NOTE D - CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

 The Company has an outstanding receivable  from a customer of  approximately
 $435,000, which is overdue by approximately one year, of which $435,000  has
 been reserved as of January 31, 2001.


 NOTE E - ACQUISITION

 On  November  2,   1999,  the   Company  consummated   the  acquisition   of
 substantially all  of the  assets and  business of  Dial-Thru  International
 Corporation (the "Seller"), a California  corporation.  The acquisition  was
 effected pursuant to the  terms of an Asset  Purchase Agreement between  the
 Company, a  wholly owned  subsidiary of  the Company,  the Seller  and  John
 Jenkins, the sole  shareholder of  the  Seller.  The Company  issued to  the
 Seller an aggregate of  1,000,000 shares of common  stock, recorded a  total
 purchase price of  $937,500 using the  Company's common stock  price at  the
 time the  acquisition  was announced,  and  agreed to  issue  an  additional
 1,000,000 shares of its  common stock upon  the acquired business  achieving
 specified revenue and earnings goals.  As of January 31, 2001, no additional
 shares were as yet earned by the Seller based on revenue and earnings goals.
 The acquisition was accounted for as  a purchase.  Goodwill recorded in  the
 acquisition will be amortized  over a period  of 10  years.  The results  of
 operations  of  the  acquired  entity  are  included  in  the   consolidated
 operations of the Company from November 1, 1999.


 NOTE F - CONVERTIBLE DEBENTURES

 In February 2000, the Company executed non-interest bearing convertible note
 agreements (the "Agreements") with nine accredited investors, which provided
 financing of $1,000,000.  The notes were payable on the earlier of one  year
 from the date of issuance or the Company's consummation of a debt or  equity
 financing in excess of $5,000,000.  If  the notes were not repaid within  90
 days of issuance, they were convertible into shares of common stock at $4.00
 per share while remaining outstanding.  The Company recorded financing  fees
 of approximately $117,000 in  February 2000 related to  these notes for  the
 difference in the conversion price of $4.00 and the market price of $4.47 on
 the date the notes were approved by the Board of Directors.

 The Company also issued to the holders  of the notes warrants to acquire  an
 aggregate of 125,000 shares  of common stock at  an exercise price of  $3.00
 per share, which expire five years from  the date of issuance.  In  February
 2000,  the  Company  recorded  deferred  financing  fees  of   approximately
 $492,000.  This amount represents the  Company's estimate of the fair  value
 of these warrants at the date of grant using the Black-Scholes pricing model
 with the following assumptions: applicable risk-free interest rate based  on
 the current treasury-bill interest  rate at the grant  date of 6%;  dividend
 yields of  0%;  volatility factors  of  the  expected market  price  of  the
 Company's common stock  of 1.62;  and an expected  life of  the warrants  of
 three years.  The Company is amortizing these fees over the initial maturity
 of these notes of one year.  The amount is fully amortized as of January 31,
 2001.

 Under the terms of the agreement, after six months without repayment of  the
 notes additional warrants to acquire up to an aggregate of 125,000 shares of
 common stock at  an exercise price  of $2.75 per  share were  issued to  the
 holders of the notes.

 During March 2001, the terms of the convertible notes were modified  and the
 debt was converted to equity through the issuance of 400,000  common shares.
 Additionally, in connection with the conversion,  the  warrants  to purchase
 250,000 shares of  common stock were modified to allow for an exercise price
 of $0.01 per share and 150,000 additional warrants with as exercise price of
 $3.00 per share were issued to the note holders.


 NOTE G - RELATED PARTY PAYABLE

 In connection with the acquisition of Dial-Thru International Corporation on
 November 2, 1999, the  Company assumed a related  party note payable to  the
 sole owner of the acquired entity of approximately $400,000.  The note bears
 interest at 6% per  annum, is payable in  quarterly installments of  $50,000
 plus interest beginning  November 1, 1999,  and matures on  August 1,  2001.
 The Company is currently in arrears of quarterly payments to the  noteholder
 and during the three month period ended January 31, 2001 an additional  loan
 in the  amount of $300,000 was provided by the note holder.  The outstanding
 balance at  January 31, 2001  was  $646,000,  and is classified as a current
 liability.



 NOTE H - SHAREHOLDERS' EQUITY

 COMMON STOCK ISSUANCES

 For the three month period ended January 31, 2001, the Company issued 54,000
 shares in connection with the exercise of options for $18,219.

 On  December  15,  2000, we  issued 90,000  shares  of  common stock  to  an
 accredited  investor,  Scotty  Cook,  a  former  Director,  at  no  cost  as
 compensation for consulting services.



 Note I - MARKETABLE SECURITIES

 Marketable securities  include  investment  in  the  common  stock  of  Star
 Telecommunications,  Inc.,  and  are  classified  as  available-for-sale and
 carried at market value.  Unrealized holding gains  and  losses are reported
 as  a separate  component  of Stockholder's equity until realized.  Realized
 gains  and  losses  on  the  sale of investments  are  based  upon  specific
 identification method and are included in the statement of operations.



 Note J - SETTLEMENT OF LEGAL/CARRIER DISPUTES

 During  the  quarter  the   Company  settled  a  pending  lawsuit with  Star
 Telecommunications,  Inc.   In conjunction  with the  settlement the Company
 received  a carrier  usage  credit in  the amount  of  $780,000 for previous
 services  and future services  comprised of  one year  of no charge domestic
 carrier services  for transporting traffic between Los Angeles, New York and
 Miami.   The Company also received 1,100,000 shares  of   common  stock   of
 Star Telecommunications which were recorded at fair value totaling $446,820.
 The Company has recorded the carrier usage credit and the  fair value of the
 shares received as other  income and  expense in  its 1st  Quarter financial
 statements.


 The  Company  also  recorded  income  of  $465,000  in  connection  with the
 settlement of disputes with RSL Communications,  Inc. ("RSL").   This amount
 was originally credited to the Company by RSL during  the year ended October
 31,  2000.  Subsequently,  the credit was rescinded and as  the outcome  was
 unclear  no  benefit  was  recorded during  fiscal 2000.   During  the first
 quarter 2001 the credit  was acknowledged by  RSL management.  The vendor is
 in  the  process  of liquidating its United States operations.  Accordingly,
 the Company  has applied  the  credit  to  amounts  owed  to  the vendor and
 recorded the effect as income in other income and expense in its 1st Quarter
 financial statements.


 NOTE K - SEGMENT INFORMATION

 The Company is organized by line  of business.  Historically, the  two major
 lines  of  business  operating  segments  are prepaid  phone cards and  dial
 thru services.  The accounting policies  of the line  of  business operating
 segments  are  the  same  as those  described  in the summary of significant
 accounting policies.  Revenue represents revenue from external customers.

 During  the  quarter  ended  January 31, 2001  substantially all revenue and
 expenses  related to dial thru services.  At January 31, 2001, substantially
 all assets other than property and equipment held for sale totaling $320,307
 are now used in the dial thru business operations.

 A  summary of  the segment  financial  information  reported  to  the  chief
 operating  decision maker, for  the  period  ending January 31, 2000  is  as
 follows:

 January 31, 2000     Prepaid phone            Dial
                          Cards           thru services         Total
                            $                   $                 $
 -----------------      ---------           ---------         ---------
 Revenue                2,044,867           1,761,900         3,806,767
 Net Loss              (1,889,973)           (165,468)       (2,065,441)
 Total assets           4,475,325           2,656,236         7,131,561

  Net loss for the segments  excludes certain income and expenses relating to
 corporate general and administrative activity.


 NOTE L - SUBSEQUENT EVENTS

 Conversion of notes to stock

 Notes in  the  amount of  $1,000,000  shown as  a  short term  liability was
 converted to common stock after  January 31, 2001.  The  terms of  the notes
 were  modified to allow for the conversion  to common stock  at  a  price of
 $2.50  per  share.  As  a condition  of this conversion, warrants to acquire
 250,000  common shares were repriced  to  $0.01  per  share  and  additional
 warrants to  purchase  150,000  common shares at  an exercise price of $3.00
 were issued.



 NOTE M - RESTATEMENTS

 The  Company is  restating its  Form  10-Q/A Amendment  No. 1  for the three
 months ended  January 31, 2001  to include the  issuance of 90,000 shares of
 its  common  stock  to  Scotty  Cook, former  Director  of  the  Company, as
 compensation  for consulting  services  performed for  the  Company, and the
 issuance  to  Founders Equity  Group  of  300,000  warrants to  purchase the
 Company's common  stock in connection with investment banking  services. The
 Company  recorded $101,000 as  non-cash sales and  marketing expense for the
 shares  issued to  Scotty Cook,  representing the  fair market  value of the
 shares at  the time of issuance.  The Company also recorded $157,000 of non-
 cash sales  and marketing expense representing the fair market value  of the
 warrants  issued  to Founders  Equity Group,  Inc. using  the  Black-Scholes
 pricing model, with the following assumptions: applicable risk free interest
 rates based on the current treasury bill interest rate at  the grant date of
 5.0%; dividend yields of 0%; volatility factors of the expected market price
 of the Company's common stock of 79%;  and an expected life  of the warrants
 of four years. The warrants were fully vested at the time of issuance.

 This restatement has the effect of increasing additional paid-in capital and
 accumulated deficit, and reducing net income by $258,000.

 August 3, 2001 Restatements

 On August  3, 2001, the Company restated its original Form  10-Q filed March
 16, 2001.  The consolidated balance sheets of January 31, 2001 were restated
 to  include the effect of previous restatements  applied to the  October 31,
 2000  Form 10-K.  The restatements had  the effect of  increasing additional
 paid-in capital and accumulated deficit by $2,512,726 with  no change to net
 equity.



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

 FORWARD-LOOKING STATEMENTS

 With the exception of historical information, the matters discussed in  this
 quarterly Report on  Form 10-Q include  "forward-looking statements"  within
 the meaning of Section 27A  of the Securities Act  of 1933, as amended  (the
 "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
 amended (the  "Exchange  Act").  Forward-looking  statements  are statements
 other than historical information or  statements of current condition.  Some
 forward-looking statements may  be identified by  the use of  such terms  as
 "expects", "should", "will", "anticipates", "estimates", "believes," "plans"
 and words of  similar meaning.  These forward-looking  statements relate  to
 business plans, programs, trends, results of future operations, satisfaction
 of future cash requirements, funding of future growth, acquisition plans and
 other matters.  In light of the risks and uncertainties inherent in all such
 projected matters, the inclusion of forward-looking statements in this  Form
 10-Q should not be regarded as a representation by the Company or any  other
 person that the objectives or plans of the Company will be achieved or  that
 operating expectations will be realized.  Revenues and results of operations
 are difficult to forecast and could differ materially from those projects in
 forward-looking statements  contained herein,  including without  limitation
 statements regarding  the Company's  belief of  the sufficiency  of  capital
 resources and its  ability to  compete in  the telecommunications  industry.
 Actual results  could differ  from those  projected in  any  forward-looking
 statements  for,  among  others,   the  following  reasons:  (a)   increased
 competition from  existing and  new competitors  using Voice  over  Internet
 Protocol ("VoIP") to provide telecommunications services, (b) the relatively
 low  barriers  to  entry  for  start-up  companies  using  VoIP  to  provide
 telecommunications services,  (c)  the price-sensitive  nature  of  consumer
 demand, (d)  the  Company's  dependence  upon  favorable  pricing  from  its
 suppliers to  compete  in  the telecommunications  industry,  (e)  increased
 consolidation in the telecommunication industry, which may result in  larger
 competitors being  able to  compete more  effectively,  (f) the  failure  to
 attract or  retain key  employees, (g)  continuing changes  in  governmental
 regulations affecting the telecommunications industry and the Internet,  (h)
 changing consumer demand, technological  development and industry  standards
 that characterize  the  industry, and  (i)  the "Certain  Business  Factors"
 identified in the Company's  Annual Report on Form  10-K for the year  ended
 October 31, 2000.  In light of the significant uncertainties inherent in the
 forward-looking statements  included  in  this  Form  10-Q,  you  should not
 consider the  inclusion  of such  information  as a  representation  by  the
 Company or anyone else  that we will achieve  our objectives and plans.  The
 Company  does  not  undertake  to  update  any  forward-looking   statements
 contained herein.  Readers are cautioned not  to place undue reliance on the
 forward-looking statements made in, or incorporated by reference into,  this
 Quarterly Report on Form 10-Q or  in any document or statement referring  to
 this Quarterly Report on Form 10-Q.


 GENERAL

 Dial-Thru International Corporation is  a facilities-based, global  Internet
 Protocol (IP) communications company providing connectivity to international
 markets  experiencing  significant  demand  for IP  enabled  services.   The
 Company provides  a  variety of  international  telecommunications  services
 targeted to  small and  medium sized  enterprises (SME's)  that include  the
 transmission of voice and  data traffic and the  provision of Web-based  and
 other communications products and services.  The Company utilizes Voice over
 Internet Protocol (VoIP) packetized voice technology (and other  compression
 techniques) to  improve  both  cost and  efficiencies  of  telecommunication
 transmission mechanisms, and is developing a private IP Telephony network.

 IP Telephony, or Voice over Internet Protocol (VoIP), is voice communication
 that has  been  converted  into  digital  packets  and  is  then  addressed,
 prioritized, and transmitted over any  form of broadband network,  utilizing
 the same technology that  makes the Internet  possible.  These  technologies
 allow the  Company to  transport voice  communications with  the same  high-
 density compression as  networks initially designed  for data  transmission,
 and at the same time utilize  a common network for providing customers  with
 enhanced Web-based products and services.

 The Company's primary focus is in niche markets where competition is not  as
 keen, thereby giving it opportunities for  greater profit margin and  market
 share.  These  markets include regions  of the world  where deregulation  of
 telecommunications services  has begun,  or is  in  early  development.  The
 Company also targets smaller  markets that have  not attracted large  multi-
 national providers.  Africa, Asia,  and parts  of  South America  offer  the
 greatest abundance of these target markets.

 Cooperating with  overseas  carriers  and the  incumbent  operator,  usually
 government owned telephone  companies, gives the  Company a  high degree  of
 leverage to engage in co-branding of jointly marketed products, including IP
 based enhancements  that  it has  developed,  rather than  simply  basing  a
 strategy on pricing  arbitrage.   As a  result, the  Company is  proactively
 invited to participate rather than reactively prevented from entering  these
 new markets.

 Unlike many other  wholesale VoIP  carriers in  the market,  the Company  is
 focused on  retail  telecommunications  sales to  business  customers  which
 allows the Company to provide a complete package of communication  services,
 not just wholesale voice traffic. A portfolio of enhanced offerings provides
 the Company  with  the opportunity  for  higher profit  margins  and  better
 customer loyalty, thus  making the Company  less susceptible to  competitive
 forces and market churn.

 In tandem  with overseas  partners, the  Company is  deploying a  "book-end"
 strategy targeting markets  at both ends  of international  circuits.  As an
 example, while  cooperating with  partners to  target the  SME market  in  a
 selected foreign region, the Company also targets corresponding  expatriates
 and foreign owned businesses back in  the U.S.  By providing these  services
 in cooperation with the carrier that will ultimately terminate the calls  in
 the caller's "home"  country, the Company  enjoys reduced facilities  costs,
 increased economies of scale, lower  customer acquisition costs, and  higher
 customer retention.

 Focusing on cooperation  in emerging markets  also gives  the Company  added
 benefit of being able to develop and exploit labor cost advantages not found
 in industrial markets.  For example, the  Company plans to  develop new  and
 extremely low-cost call center applications that  will tie into and  enhance
 its new Web and VoIP applications.  By  relying on VoIP and IP, rather  than
 traditional  voice  technology,  the   Company  ensures  that  its   network
 infrastructure is extremely cost-effective  and state-of-the-art.  These are
 assets that not only help to build the Company's business, but also make the
 Company more  attractive as  a potential  partner to  overseas carriers  and
 incumbent telephone companies.

 The following discussion should  be read in  conjunction with the  Company's
 Form 10-K  and the  consolidated financial  statements for  the years  ended
 October 31, 2000, 1999,  and 1998; the Company's  Form 10-Q for the  quarter
 ending January  31,  2000; and  the  consolidated financial  statements  and
 related notes for the quarter ended January 31, 2001 found elsewhere in this
 report.

 RESULTS OF OPERATIONS

 REVENUES

 Revenues were $891,000 for  the quarter ended  January 31,2001, compared  to
 $3,807,000 for the quarter ended January  31, 2000, representing a  decrease
 of 77% from  the prior  period.  The decrease  in revenues  for this quarter
 compared to the prior year resulted  primarily from the Company's change  in
 business focus  away  from  the prepaid  long  distance  market  and  toward
 providing  international  communication services  for  small to  medium-size
 businesses.    Costs   associated  with  the   discontinuation  of   certain
 distribution channels  have  prevented  the  Company  from  fully  marketing
 according to its plans  for the redirected business.   Now that these  costs
 have  been  eliminated  and  new  markets  have  been  opened,  the  company
 anticipates enjoying substantial revenue growth in future periods.

 EXPENSES

 Costs of revenues were $667,000, or  75% of revenues, for the quarter  ended
 January 31,  2001, compared  to $4,364,000,  or 115%  of revenues,  for  the
 quarter  ended  July  31,  2000.  By  focusing  its  business  on  providing
 international  communication  services   the  Company  has   been  able   to
 demonstrate the  ability to  produce positive  margins on  sales across  its
 product line.

 Settlements with two major carriers over  charges in prior periods  amounted
 to a total credit to the income statement of $1,700,000.

 Sales and marketing costs were $203,000, or 23% of revenues for the  quarter
 ended January 31, 2001,  compared to $508,000, or  13% of revenues, for  the
 quarter ended January 31, 2000. This represents a 60% decrease in such costs
 from the prior period.  Sales and marketing costs incurred during the  prior
 period were  primarily associated  with the  operation of  the  distribution
 channel for the prepaid products.  The change in the focus of the  Company's
 operations has reduced its sales and  marketing costs in absolute terms,  as
 the prepaid  calling card  business required  a  large sales  and  marketing
 staff.  In the short term,  while the  Company is  opening a  number of  new
 international  markets  just  beginning  to  produce  revenues,  sales   and
 marketing costs as  a percentage of  revenues have  increased.  In the  long
 term, however, when these markets are  fully developed, the Company  expects
 that sales and marketing costs will decline as a percentage of revenue.

 General and administrative costs were $607,000,  or 68% of revenue, for  the
 quarter ended January 31, 2001, compared to $940,000, or 25% of revenue, for
 the quarter ended January 31, 2000.  However this represents in dollar terms
 a 35%  decrease from  the prior  period.  The change  in  the focus  of  the
 Company's business  has resulted  in  an overall  drop  of its  general  and
 administrative expenses, and  the Company anticipates  a reduction of  these
 costs as a percentage of revenue in future periods.


 During the  quarter, the Company issued 90,000 shares of its common stock in
 exchange for  consulting services,  and issued 300,000 warrants  to purchase
 the  Company's common stock in connection with  investment banking services.
 The total expense of $259,000 is included as non-cash  sales  and  marketing
 expense.


 During the quarter ended January 31, 2001, the Company reported net interest
 expense of $324,000, compared with a net interest income of $37,000 for  the
 quarter ended January 31, 2000.


 Settlements with two major carriers over  charges in prior  periods amounted
 to  a total  credit to the statements  of operations  of $1,700,000  for the
 three months ended January 31, 2001.  Of this amount, $780,000 is the result
 of our settlement with  Star Telecommunications  ("Star"). Also  included is
 $446,820 representing common stock received from Star in connection with our
 dispute settlement.

 As a result  of the foregoing, the Company generated net income of $382,000,
 or $0.03 per share, for the quarter ended January 31, 2001, as compared to a
 net loss  from continuing operations of $2,083,000, or $0.26 per  share, for
 the quarter ended January 31, 2000.



 LIQUIDITY AND CAPITAL RESOURCES

 At January  31, 2001, the Company had cash and cash  equivalents of $92,000,
 an increase of $18,000 from the balance at October 31, 2000.

 During the  three months ended January 31, 2001, net cash  used in operating
 activities was  $256,000, compared to net cash used in  operating activities
 of $736,000 for the three months ended January 31, 2000. The decrease in net
 cash  used in operating  activities for the three  months ended  January 31,
 2001  was primarily  due  to net  income of $382,000 versus  a  net loss  of
 $2,083,000 from  the comparable period in the prior year.   Deferred revenue
 was reduced to $24,000 for the period ending January 31, 2001 from  $689,000
 in the prior period due to  the change in the  business focus away  from the
 prepaid phone card products.


 Cash used in  investing activities was  $21,000 for the  three months  ended
 January 31,  2001, compared  to cash  provided  by investing  activities  of
 $258,000 for the three months ended January 31, 2000 primarily  attributable
 to $300,000 from payment on a  note receivable.

 Cash provided by financing activities for the three months ended January 31,
 2001 totaled  $295,000,  compared to  cash used  in financing  activities of
 $89,000 for  the  three months ended January  31, 2000.  The change in  cash
 provided  by  financing  activities  was  due  primarily to the  proceeds of
 $300,000  received from  a shareholder in the period ending January 31, 2001
 versus payment of  $54,000  to a shareholder in the same period in the prior
 year.

 The Company has recently suffered from liquidity and cash flow  constraints.
 As of  January  31, 2001,  the  Company had  a  working capital  deficit  of
 $4,042,000, compared to a working capital  deficit of $1,528,000 at  January
 31,  2000.  As  of  January  31,  2001,  the  Company's  current  assets  of
 $1,077,000 include  $440,000  of  gross trade  accounts  receivable  and  an
 investment in securities of $446,000.

 In February 2000 the Company consummated a private  placement  of $1,000,000
 in principal amount of non-interest  bearing  convertible  notes.  Following
 the  completion  of  the first  quarter,  the  notes  have  become converted
 into shares of the Company's common stock at a conversion price of $2.50 per
 share.  The  holders of  the notes  were also  issued warrants to acquire an
 aggregate of 250,000 shares  of the Company's common stock  at  an  exercise
 price  of  one half at  $3.00 per share  and one half  at $2.75  per  share.
 As  a  condition  of  the  conversion of  the  notes  into common stock, the
 exercise price of these warrants were  repriced to $0.01, and an  additional
 125,000 warrants were issued with an exercise price of $3.00.

 The Company's growth models for its business are scaleable, but the rate  of
 growth is  dependent on  the availability  of future  financing for  capital
 resources.  The  Company  plans  to commit  approximately  $1.0  million for
 capital investments  for  fiscal  2001,  and  plans  to  finance  additional
 infrastructure development externally through  debt and/or equity  offerings
 and  internally  through  operations.   The  Company  believes  that,   with
 sufficient capital, it can significantly accelerate its growth plan.  At its
 current and anticipated  level of operations  through the  next twelve-month
 period,  management  believes  that  it  will  have  to  raise   significant
 additional  funds  through  outside  financing  activities.   The  Company's
 failure to obtain  such financing  could significantly  delay the  Company's
 implementations of its business plan and  have a material adverse effect  on
 its business, financial condition and operating results.

 The Company believes that  it will be able to significantly improve its
 cash flow situation in the coming year for the following reasons:

      1. The Company has lowered operating expenses by reorganizing
         operating staff and  changing channels of distribution.  This
         has resulted in savings in excess of $250,000 per month.
      2. The Company reached a favorable settlement with Star
         Telecommunications that reduced payables and future cash
         requirements.  The Company eliminated a payable of $780,000,
         received approximately one million shares of common stock in
         Star, and received carrier usage credits for one year for
         domestic services which value will be determined as use occurs.
      3. The Company converted $1 million of debt into equity.
      4. The Company expects to be able to bring in additional equity
         investments of 1 to 3 million dollars during the next twelve
         months with $1 million being received in the second quarter.
      5. The Company expects to be able to convert at least $1.5 million
         of its prepaid media credits into cash or services during fiscal
         2001.
      6. The Company expects an increase in recurring revenues and
         improvements in profit margin due to changes in product focus
         sufficient to produce positive monthly operating cash flow by
         fiscal year end.
      7. During the next twelve month period the Company believes it will
         need approximately $1 million thru improved operating cash flow
         or additional financing transactions.

  PART II.  OTHER INFORMATION

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       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/ John Jenkins
                                    ------------------------------------
                                    John Jenkins
                                    CHAIRMAN AND CHIEF EXECUTIVE OFFICER

 Dated February 5, 2002