Exhibit 3.3

                         CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                     DIAL THRU INTERNATIONAL CORPORATION

 Dial Thru International, a corporation organized  and existing under and  by
 virtue of the General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST:   That at  a meeting  of the  Board of  Directors of  Dial  Thru
 International Corporation  resolutions were  duly  adopted setting  forth  a
 proposed amendment to the Certificate of Incorporation of said  corporation,
 declaring said  amendment to  be  advisable and  calling  a meeting  of  the
 stockholders of said corporation for consideration thereof.  The  resolution
 setting forth the proposed amendment is as follows:

      RESOLVED, That the Certificate of Incorporation of this corporation  be
 amended by changing  the first  paragraph of  the Sixth  Article thereof  so
 that, as amended said Article shall be and read 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")."

      SECOND:  That thereafter, pursuant to resolution of its Board of
 Directors, an annual meeting of the stockholders of said corporation was
 duly called and held upon notice in accordance with Section 222 of the
 General Corporation Law of the State of Delaware, at which meeting the
 necessary number of shares as required by statute were voted in favor of the
 amendment.

      THIRD:  That  said amendment was  duly adopted in  accordance with  the
 provisions of Section  242 of the  General Corporation Law  of the State  of
 Delaware.

      IN WITNESS WHEREOF, said Dial Thru International Corporation has caused
 this certificate to be signed by John Jenkins, its Chief Executive  Officer,
 this 11th day of January, 2005.


                                    /s/ John Jenkins
                                    ___________________
                                    John Jenkins
                                    Chief Executive Officer