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): July 21, 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 240.14a-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 1.01 Entry into a Material Definitive Agreement
On July 21, 2005, the registrant amended its 10% convertible note originally
dated October 24, 2001 in the principal amount of $2,148,390, by and between
the registrant and John Jenkins, Chief Executive Officer of the registrant.
A copy of the amended note is attached hereto as Exhibit 10.1. This
convertible note was amended to extend the maturity date from February 24,
2004 to February 29, 2008. In consideration for this amendment, the
registrant issued to the holder of this convertible note warrants to
purchase an aggregate of 580,000 shares of its common stock at an exercise
price of $0.16 per share. A copy of the warrant agreement is attached
hereto as Exhibit 4.1.
On July 21, 2005, the registrant amended its 10% convertible note originally
dated October 24, 2001 in the principal amount of $100,000, by and between
the registrant and Larry Vierra, a Director of the registrant. A copy of
the amended note is attached hereto as Exhibit 10.2. This convertible note
was amended to extend the maturity date from February 24, 2004 to February
29, 2008. In consideration for this amendment, the registrant issued to the
holder of this convertible note warrants to purchase an aggregate of 30,000
shares of its common stock at an exercise price of $0.16 per share. A copy
of the warrant agreement is attached hereto as Exhibit 4.2.
On July 21, 2005, the registrant amended its 10% convertible note originally
dated October 24, 2001 $100,000 in the principal amount of $100,000, by and
between the registrant and Allen Sciarillo, Chief Financial Officer. A copy
of the amended note is attached hereto as Exhibit 10.3. This convertible
note was amended to extend the maturity date from February 24, 2004 to
February 29, 2008. In consideration for this amendment, the registrant
issued to the holder of this convertible note warrants to purchase an
aggregate of 30,000 shares of its common stock at an exercise price of $0.16
per share. A copy of the warrant agreement is attached hereto as Exhibit
4.3.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 is incorporated by reference in this
Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The warrants described in Item 1.01 were issued in a private placement
transaction made in reliance upon exemptions from registration pursuant
to Section 4(2) of the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description of Document
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4.1 Common Stock Purchase Warrant dated July 21, 2005 between Dial Thru
International Corporation and John Jenkins
4.2 Common Stock Purchase Warrant dated July 21, 2005 between Dial Thru
International Corporation and Larry Vierra
4.3 Common Stock Purchase Warrant dated July 21, 2005 between Dial Thru
International Corporation and Allen Sciarillo
10.1 Amendment Number 4 to 10% Convertible Note dated July 21, 2005
between Dial Thru International Corporation and John Jenkins
10.2 Amendment Number 4 to 10% Convertible Note dated July 21, 2005
between Dial Thru International Corporation and Larry Vierra
10.3 Amendment Number 4 to 10% Convertible Note dated July 21, 2005
between Dial Thru International Corporation and Allen Sciarillo
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 hereunto duly authorized.
Dial Thru International Corporation
Date: July 26, 2005 By: /s/ Allen Sciarillo
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Allen Sciarillo
Chief Financial Officer, Secretary,
(Principal Accounting Officer and
Principal Financial Officer) and
Director