UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2005
Dial Thru International Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-22636 75-2461665
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation Identification No.)
17383 Sunset Boulevard, Suite 350
Los Angeles, California 90272
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(Address of principal executive offices, including zip code)
(310) 566-1700
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 230.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On September 22, 2005, the registrant issued a total of 3,740,000 shares of
its common stock to three of its officers and directors who are holders
of convertible debentures. Such shares of common stock were issued in
connection with the conversion of a portion of the outstanding principal
balances of the convertible debentures, $467,500 in total, at a conversion
price of $0.125 per share, per the terms of the debenture agreements. In
connection with this partial conversion of the convertible debentures, the
following officers and directors received the number of shares of common
stock set forth opposite their name:
John Jenkins 3,000,000 shares
Allen Sciarillo 200,000 shares
Lawrence Vierra 540,000 shares
The shares of common stock issued upon conversion of the convertible
debentures were issued by the registrant in reliance upon the exemption from
registration provided by Section 3(a)(9) of the Securities Act of 1933, as
amended. The registrant did not, and each of the holders of the convertible
debentures has represented to the registrant that he did not, directly or
indirectly, pay any commission or other remuneration to any person for
soliciting the above described exchange of convertible debentures for shares
of the registrant's common stock.
On August 15 and September 22, 2005, the registrant issued 92,586 shares and
259,338 shares, respectively, to GCA Strategic Investment Fund Ltd., holder
of a $550,000 convertible debenture. Such shares of common stock were
issued in connection with the conversion of a portion of the outstanding
principal balance of the convertible debenture, $35,000 in the aggregate,
and accrued interest of $7,707. The conversion price was $0.1313 for
the August 15, 2005 conversion and $0.1178 for the September 22, 2005
conversion, per the terms of the debenture agreement.
The shares of common stock issued upon conversion of the convertible
debenture were issued by the registrant in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended, for this non-public offering because the securities were issued to
a single purchaser with financial experience who had a pre-existing
relationship with the registrant.
On August 9 and September 9, 2005, the registrant issued 210,793 shares and
234,522 shares, respectively, to Global Capital Funding Group LP., holder of
a $400,000 non-interest bearing convertible note payable. Such shares of
common stock were issued in connection with the conversion of a portion of
the outstanding principal balance of the convertible note, $50,000 in the
aggregate for the two conversions. The conversion price was $0.1186 for the
August 9, 2005 conversion and $0.1066 for the September 22, 2005 conversion,
per the terms of the note agreement.
The shares of common stock issued upon conversion of the convertible
note were issued by the registrant in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended, for this non-public offering because the securities were issued to
a single purchaser with financial experience who had a pre-existing
relationship with the registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dial Thru International Corporation
Date: September 28, 2005 By: /s/ Allen Sciarillo
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Allen Sciarillo
Chief Financial Officer, Secretary,
(Principal Accounting Officer and
Principal Financial Officer) and Director