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 20, 2004
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 424 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 3.02. Unregistered Sales of Equity Securities.
On September 20, 2004, the registrant issued a total of 6,750,000 shares
of its common stock to three of its officers 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, $877,500 in total, at a conversion price of $0.13
per share, per the terms of the debenture agreements. The following
officers received shares of common stock set forth opposite their name
following the conversion:
John Jenkins 6,250,000 shares
Allen Sciarillo 250,000 shares
Lawrence Vierra 250,000 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.
Item 9.01. Financial Statements and Exhibits.
(c) Press Release of Dial Thru International Corporation dated
October 7, 2004.
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: October 7, 2004 By: /s/ Allen Sciarillo
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Allen Sciarillo
Chief Financial Officer, Secretary,
(Principal Accounting Officer and
Principal Financial Officer) and
Director