Exhibit 14.1


                        DIAL THRU INTERNATIONAL CORPORATION

       CODE OF BUSINESS CONDUCT AND ETHICS FOR EMPLOYEES, EXECUTIVE OFFICERS
                                   AND DIRECTORS

 Introduction

      Dial Thru International  Corporation (the "Company")  strives to  apply
 high ethical, moral  and legal principles  in every aspect  of its  business
 conduct.  This Code of Business Conduct  and Ethics (the "Code") is a  guide
 for each of the Company's employees, executive officers and directors (each,
 a "Company  Party" and  collectively, the  "Company Parties")  to follow  in
 meeting these principles. The Company shall file this Code as an exhibit  to
 its Annual Report on Form 10-K.

      This Code describes  certain ethical  principles that  the Company  has
 established for the conduct of its business, and outlines certain key  legal
 requirements of which all Company Parties  must be generally aware and  with
 which all Company Parties must comply.  While this Code does not cover every
 issue that may arise, it sets out basic principles to guide Company  Parties
 in the  course  of  performing their  duties  and  responsibilities  to  the
 Company.

      This Code is designed to deter wrongdoing and promote the following:

      *  honest and ethical conduct, including the ethical handling of
         actual or apparent conflicts of interest between personal and
         professional relationships;
      *  full, fair, accurate, timely, and understandable disclosure in
         reports and documents that the Company files with, or submits to,
         the Securities and Exchange Commission and in other public
         communications made by the Company;
      *  compliance with applicable governmental laws, rules and
         regulations;
      *  prompt internal reporting to an appropriate person or persons
         identified herein of violations of this Code; and
      *  accountability for adherence to this Code.

      If a Company  Party is concerned  about a possible  ethical or  illegal
 situation or any  violation of  this Code or  is not  sure whether  specific
 conduct meets applicable  Company standards, he  or she  should discuss  the
 situation with  an  immediate  supervisor or  contact  the  Company's  chief
 financial officer.  Company Parties who are executive officers or members of
 the Company's board of directors (the "Board") should discuss the  situation
 with the Board or a committee of the Board.  Any Company Party who  violates
 the standards  contained  in  this  Code  will  be subject  to  disciplinary
 action.  The Company will treat  as confidential to the  extent possible all
 information received from a Company Party with respect to a possible ethical
 or illegal situation and will not take any retributive or retaliatory action
 against any Company Party who discloses such information in good faith.


 1.   Conflicts of Interest

      A "conflict of interest" exists when a Company Party's private interest
 interferes in any  way or  appears to interfere  with the  interests of  the
 Company.  A conflict of interest can arise when a Company Party acts or  has
 interests that  may make  it difficult  for him  or her  to objectively  and
 effectively perform his or her work for the Company.  Conflicts of  interest
 also can  arise when  a Company  Party, or  members of  his or  her  family,
 receives improper personal benefits  because of his or  her position in  the
 Company.

      Unless approved by the Board or an appropriate Committee of the  Board,
 no Company Party or any member of his or her immediate family can acquire  a
 financial interest in, or accept employment with, any entity doing  business
 with the Company if  the interest or employment  could conflict with his  or
 her duties to the Company and the performance of such duties.  It is usually
 a conflict of  interest for  a Company Party  to work  simultaneously for  a
 competitor, customer or  supplier of the  Company.  A  Company Party  cannot
 work for a competitor as an employee, consultant or board member.

      In addition, a Company  Party and his or  her immediate family  members
 cannot accept material gifts or favors that could create the appearance that
 such Company Party's business judgment could  be affected by the receipt  of
 such gifts or favors.  A Company Party  and members of his or her  immediate
 family can accept gifts of nominal value from existing sources,  prospective
 sources and persons, firms or companies with whom the Company does or  might
 do business.

      The purpose of business entertainment and gifts in a commercial setting
 is to create good will and  sound working relationships, not to gain  unfair
 advantage with customers.  Company Parties  cannot offer gifts or favors  to
 any employee of  a competitor,  supplier or customer  of the  Company, or  a
 member of such  employee's immediate family,  if the gifts  or favors  might
 place the  recipient under  any obligation  to  a Company  Party or  to  the
 Company.

      Conflicts of interest  are prohibited as  a matter  of Company  policy.
 Conflicts of interest may not always be apparent, so if a Company Party  has
 a question  regarding  whether  a particular  situation  is  a  conflict  of
 interest, he or she should consult  with his or her immediate supervisor  or
 contact the  Company's chief  financial  officer.  Company  Parties who  are
 executive officers or members of the Board should consult with the Board  or
 a  committee  of the  Board.  A Company  Party must  bring any  conflict  of
 interest or potential conflict  of interest to the  attention of his or  her
 immediate supervisor or the Company's chief financial officer or follow  the
 procedures described in Section 14 herein.


 2.   Corporate Opportunities

      A  Company  Party  cannot  personally  take  for  himself  or   herself
 opportunities discovered using Company property, information or position.  A
 Company Party  cannot use  Company property,  information, or  position  for
 personal gain, and cannot compete with  the Company directly or  indirectly.
 It is  the duty  and responsibility  of each  Company Party  to advance  the
 Company's legitimate interests when the opportunity to do so arises.


 3.   Confidentiality

      A Company Party must maintain  the confidentiality of all  confidential
 and non-public information entrusted  to him or her  by the Company and  its
 customers  and  suppliers,  except  when  disclosure  is  authorized  by  an
 executive  officer  of  the  Company  or  required  by  applicable  laws  or
 regulations.  Confidential information  includes all  information  that,  if
 disclosed, might be of use to competitors of the Company, or harmful to  the
 Company or its customers  or suppliers.  It  also includes information  that
 Company customers and suppliers have entrusted to the Company.  For example,
 confidential information  includes financial  documents, pricing  or  vendor
 information, corporate development materials,  the cost of goods,  personnel
 files, manuals and procedures,  computer software, design documents,  videos
 and internal reports or  memoranda.  Information that  the Company has  made
 public, such  as  press releases,  advertisements  or documents  filed  with
 governmental regulatory authorities, is  not confidential  information.  The
 obligation to preserve confidential information  extends beyond the term  of
 employment with, or service to, the Company.


 4.   Fair Dealing

      The Company seeks  to outperform  its competition  fairly and  honestly
 through superior performance and not  through unethical or illegal  business
 practices.   Company  Parties  must  endeavor  to  deal  fairly  with  their
 colleagues and customers, suppliers and competitors of the Company.  Company
 Parties  cannot  steal   proprietary  information,   possess  trade   secret
 information obtained without the owner's consent or induce such  disclosures
 by past or present employees of other companies.  No Company Party may  take
 unfair advantage  of  anyone  through manipulation,  concealment,  abuse  of
 confidential information, misrepresentation of  material facts or any  other
 unfair-dealing practice.  The  knowing  or deliberate  falsification of  any
 documents or  data  by  a Company  Party  may  be the  basis  for  immediate
 discharge and  may  subject such  Company  Party to  civil  and/or  criminal
 penalties.


 5.   Protection and Proper Use of Company Assets

      Company Parties  must  endeavor to  protect  the Company's  assets  and
 property and ensure  their efficient use.  Theft,  carelessness,  and  waste
 have  a  direct  impact  on  the  Company's  profitability.  Company Parties
 must report  any suspected  incident  of  fraud  or  theft  immediately  for
 investigation to their immediate supervisor or the Company's chief financial
 officer.  Company Parties who are executive officers or members of the Board
 must report such fraud or theft  to the Board or  a committee of the  Board.
 Company Parties  must  use  all  assets and  property  of  the  Company  for
 legitimate business purposes only.

      The obligation  of a  Company Party  to  protect the  Company's  assets
 includes  its  proprietary  information.  Proprietary  information  includes
 intellectual property  such  as  trade  secrets,  patents,  trademarks,  and
 copyrights, as well  as business, marketing  and service plans,  engineering
 and manufacturing ideas,  designs,  databases,  records,  salary information
 and  any  unpublished  financial  data  and  reports.  Unauthorized  use  or
 distribution of this  information violates  Company policy  and may  subject
 Company Parties to civil and/or criminal penalties.


 6.   Compliance with Laws, Rules and Regulations

      All  Company  Parties  must  respect  and  obey  the  laws,  rules  and
 regulations of  the  cities,  states and  countries  in  which  the  Company
 operates.   Company  Parties  must contact  the  Company's  chief  financial
 officer with  any questions  as to  the applicability  of any  law, rule  or
 regulation or the appropriate manner of compliance therewith.


 7.   Insider Trading

      Company Parties who have access to confidential information cannot  use
 or share  such information  for  stock trading  purposes  or for  any  other
 purpose except the proper  conduct of the Company's  business.  All  Company
 Parties  are  subject  to  the  Company's  Policy  on  Insider  Trading  and
 Confidentiality  then  in effect.  The  Company will  deal firmly  with  all
 instances of insider trading. If a Company Party has any questions regarding
 non-public  information and  the use  of such  information or  the Company's
 Policy  on Insider Trading  and  Confidentiality  then in effect,  he or she
 should contact the Company's chief financial officer.


 8.   Discrimination and Harassment

      The Company requires  strict adherence to  its policies and  applicable
 laws regarding  equal employment  opportunities  and discrimination  in  the
 workplace.  The  Company  will  not  tolerate  any  illegal   discrimination
 or harassment  of  any  kind.  Relationships  with colleagues  and  business
 relationships with  competitors,  suppliers  and customers  always  must  be
 conducted free of any discrimination, including based on race, color, creed,
 religion, age,  sex, sexual  preference,  national origin,  marital  status,
 veteran status, handicap or disability.  Examples of illegal  discrimination
 or harassment  include derogatory  comments based  on any  of the  preceding
 characteristics and unwelcome sexual advances.


 9.   Health and Safety

      The Company strives to provide each employee with a safe and  healthful
 work environment.  Each Company Party is responsible for maintaining a  safe
 and healthy workplace for  their colleagues by  following safety and  health
 rules and practices and reporting accidents, injuries and unsafe  equipment,
 practices or conditions.

      The Company will not tolerate violence  or threatening behavior in  the
 workplace.  Company Parties are required  to report to work in condition  to
 perform their duties, free from the  influence of illegal drugs or  alcohol.
 The Company will not tolerate the use  of illegal drugs in the workplace  or
 on any Company property.


 10.  Record-Keeping

      The Company requires  honest and  accurate recording  and reporting  of
 information  in  order  to  make responsible  business  decisions.   Company
 Parties must document  and record accurately  all business expense  accounts
 they  use.  If  a Company  Party  is unsure  whether  a certain  expense  is
 legitimate, such Company Party should ask his or her immediate supervisor or
 the Company's chief financial  officer.  Company  Parties who are  executive
 officers or members of the Board should confer with the Board or a committee
 of  the  Board.   Rules  and  guidelines  regarding  business  expenses  are
 available from the Company's accounting department.

      All of the Company's books, records, accounts and financial  statements
 must  be  maintained  in  reasonable  detail,  must  appropriately   reflect
 the  Company's  transactions  and  must conform  both  to  applicable  legal
 requirements  and to the Company's system  of internal controls.  Unrecorded
 or "off the books" funds or assets cannot be maintained unless permitted  by
 applicable laws  or  regulations.  All Company  Parties are  subject to  the
 Company's Document Retention Policy.  Any questions concerning the Company's
 Document  Retention  Policy  should  be  directed  to  the  Company's  chief
 financial officer.

      Company Parties must avoid exaggeration, derogatory remarks,  guesswork
 or inappropriate  characterizations  of  people and  companies  in  business
 records  and communications.  This  prohibition applies  equally to  e-mail,
 internal memos and formal reports.


 11. Payments to Government Personnel or Candidates for Office

      All Company Parties must comply with the Foreign Corrupt Practices Act,
 which prohibits  giving  anything  of  value,  directly  or  indirectly,  to
 officials of foreign governments or foreign political parties or  candidates
 to obtain or  retain business and  prohibits making  payments to  government
 officials of any country.  No  Company Party may  give to, or receive  from,
 any  government  official  kickbacks,  bribes,  rebates  or  other   illegal
 consideration.  All Company Parties dealing with government agencies must be
 aware of, and comply with, any agency rules limiting or prohibiting gifts or
 other favors.

      The Company cannot contribute, directly or indirectly, to any political
 campaign or party.  Company Parties  cannot use expense accounts to pay  for
 any personal political contributions or seek any other form of reimbursement
 from the Company  for such contributions.  Of  course,  Company Parties  are
 free to engage in political activity  with their own resources on their  own
 time.


 12.  Waivers of the Code of Business Conduct and Ethics

      Any waiver of this  Code for executive  officers or directors  requires
 the approval of  the Board  and must be  disclosed promptly  as required  by
 applicable law, rules or regulations.


 13.  Reporting any Illegal or Unethical Behavior

      Company Parties are encouraged to talk to immediate supervisors or  the
 Company's chief  financial  officer  about  observed  illegal  or  unethical
 behavior when unsure about the best course of action to take in a particular
 situation.  Company  Parties who are  executive officers or  members of  the
 Board should discuss  such behavior  with the Board  or a  committee of  the
 Board.  In addition, Company Parties must report violations of laws,  rules,
 regulations or this  Code to immediate  supervisors or  the Company's  chief
 financial officer. Company Parties who are executive officers or members  of
 the Board must report such matters to the Board or a committee of the Board.
 The Company prohibits retaliation for reports of ethical misconduct made  by
 Company Parties in good faith.  If a situation requires that the identity of
 a Company Party reporting any such misconduct not be disclosed, the  Company
 will protect  the anonymity  of such  Company Party  to the  extent  legally
 possible.  The Company will not  permit retaliation of any kind against  any
 reporting Company Party for good faith reports of ethical violations.


 14.  Compliance Procedures

      This Code broadly describes the ethical standards by which the  Company
 conducts  its  business.   If  a  Company  Party  is  uncertain  as  to  the
 applicability of any  of these standards  to a particular  situation or  the
 propriety of any contemplated course of action, the Company encourages  such
 Company Party to discuss the potential  situation with his or her  immediate
 supervisor or the Company's  chief financial officer.  Company  Parties  who
 are executive officers or members of the Board should discuss the  potential
 situation with the Board or a committee of the  Board.  In any case where  a
 Company Party feels that it is not  appropriate to discuss an issue with  an
 immediate  supervisor,  or  where  he  or  she  does  not  feel  comfortable
 approaching an immediate supervisor with a  question, such Company Party  is
 encouraged to discuss the question with Company's chief financial officer or
 report the matter directly to the Board or a committee of the Board.


 15.  Amendments

      This Code  may  be  amended  by  the  Board.  The Company  must  report
 promptly any amendments pertaining to executive officers or senior financial
 officers as required by applicable laws, rules or regulations.