UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC. 20549
                           ------------------------

                                  FORM 10-K/A
                               (Amendment No. 1)

 (MARK ONE)

   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED OCTOBER 31, 2000
                                      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                                 75-2801677
 State or other jurisdiction of        (I.R.S. Employer Identification
 incorporation or organization                       No.)

                     700 SOUTH FLOWER STREET, SUITE 2950
                            LOS ANGELES, CA 90017
                   (Address of principal executive offices)
                                  (Zip Code)

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

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                     NONE

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                             TITLE OF EACH CLASS

                        COMMON STOCK, $0.001 PAR VALUE
                           ------------------------

      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 period  that the
 registrant was required to file such  reports), and (2) has been  subject to
 such filing requirements the past 90 days. Yes [X]  No [ ]

      Indicate by check mark if disclosure  of delinquent filers  pursuant to
 Item 405  of  Regulation  S-K is  not  contained  herein, and  will  not  be
 contained, to the  best of registrant's  knowledge, in  definitive  proxy or
 information statements incorporated by  reference in Part  III of this  Form
 10-K or any amount to this Form 10-K or any amount to this Form 10-K.  [ ]

      As of  January  23,  2001,  10,034,425  shares  of  Common  Stock  were
 outstanding. The aggregate market value of the 7,291,426   shares of  Common
 Stock held by  non-affiliates of Dial-Thru  International Corporation as  of
 such date approximated $7,291,426  using  the beneficial ownership  rules as
 adopted pursuant to  Section 13 of  the Securities Exchange  Act of 1934  to
 exclude stock  that  may  be  beneficially  owned  by  directors,  executive
 officers or ten percent stockholders, some of  whom might not be held to  be
 affiliates upon judicial determination.
<PAGE>

                           EXPLANATORY NOTE

      The  undersigned  registrant  hereby  amends  Part IV,  Item 14 of the
 registrant's  Report  on  Form 10-K for the fiscal year  ended  October 31,
 2000 pursuant to the Securities and Exchange Act of 1934, as amended.



                              PART IV

 Item 14.  Exhibits, Financial Statements Schedules, and Reports on Form 8-K

 (A) (1) AND (2) LIST OF FINANCIAL STATEMENTS

      The response to  this item is  submitted as a  separate section of  the
 Report. See the index on Page F-1.

 (3) EXHIBITS

      The following is  a list  of all exhibits  filed with  this Form  10-K,
 including those incorporated by reference.

 EXHIBIT

 NO.  DESCRIPTION OF EXHIBIT

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

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

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

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

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

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

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

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

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

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

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

 10.3   Employment Agreement, dated November 2, 1999  between  ARDIS  Telecom
        & Technologies, Inc. and John Jenkins.

 11.1   Statement re: Computation of earnings per share

 21.1   Subsidiaries of the Registrant

 23.1 * Consent of Independent Certified Public Accountants

 *    Filed herewith.


 (B)  REPORTS ON FORM 8-K

      No reports on  Form 8-K were  filed by the  Company during the  quarter
 ended October 31, 2000.
<PAGE>



                               SIGNATURES


      Pursuant to the requirements of Section  13 or 15(d) of the  Securities
 Exchange Act  of 1934,  the registrant  has duly  caused this  Report to  be
 signed in its behalf by the undersigned thereunto duly authorized.

                               DIAL-THRU INTERNATIONAL CORPORATION



                               By:  /s/ ROGER D. BRYANT
                                    ------------------------------------
                                    Roger D. Bryant
                                    CHAIRMAN AND CHIEF EXECUTIVE OFFICER

 Dated February 23, 2001