-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnWt+B1auYqwro0ZS7NPgzl0WwdYnyCRRI6NvbjvMSTVgTnP3aZx0HDWUyhw2Ewq dMbknomq0flSBAQ9dGqDRA== 0000926236-01-000014.txt : 20010228 0000926236-01-000014.hdr.sgml : 20010228 ACCESSION NUMBER: 0000926236-01-000014 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20010226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAL THRU INTERNATIONAL CORP CENTRAL INDEX KEY: 0000913659 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 752801677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-22636 FILM NUMBER: 1554069 BUSINESS ADDRESS: STREET 1: 700 S. FLOWER STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2136277599 MAIL ADDRESS: STREET 1: 700 S. FLOWER STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90017 FORMER COMPANY: FORMER CONFORMED NAME: ARDIS TELECOM & TECHNOLOGIES INC DATE OF NAME CHANGE: 19990301 FORMER COMPANY: FORMER CONFORMED NAME: CANMAX INC /WY/ DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL RETAIL SYSTEMS INC/BD DATE OF NAME CHANGE: 19941215 10-K/A 1 0001.txt FISCAL YEAR ENDED OCT 31, 2000 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 ------------------------ FORM 10-K/A (Amendment No. 1) (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________. COMMISSION FILE NUMBER 0-22636 ------------------------ DIAL-THRU INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-2801677 State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization No.) 700 SOUTH FLOWER STREET, SUITE 2950 LOS ANGELES, CA 90017 (Address of principal executive offices) (Zip Code) 213-627-7599 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: TITLE OF EACH CLASS COMMON STOCK, $0.001 PAR VALUE ------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amount to this Form 10-K or any amount to this Form 10-K. [ ] As of January 23, 2001, 10,034,425 shares of Common Stock were outstanding. The aggregate market value of the 7,291,426 shares of Common Stock held by non-affiliates of Dial-Thru International Corporation as of such date approximated $7,291,426 using the beneficial ownership rules as adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude stock that may be beneficially owned by directors, executive officers or ten percent stockholders, some of whom might not be held to be affiliates upon judicial determination. EXPLANATORY NOTE The undersigned registrant hereby amends Part IV, Item 14 of the registrant's Report on Form 10-K for the fiscal year ended October 31, 2000 pursuant to the Securities and Exchange Act of 1934, as amended. PART IV Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K (A) (1) AND (2) LIST OF FINANCIAL STATEMENTS The response to this item is submitted as a separate section of the Report. See the index on Page F-1. (3) EXHIBITS The following is a list of all exhibits filed with this Form 10-K, including those incorporated by reference. EXHIBIT NO. DESCRIPTION OF EXHIBIT 2.1 Agreement and Plan of Merger dated as of January 30, 1998, among Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services, Inc. (filed as Exhibit 2.1 to Form 8-K dated January 30, 1998 (the "USC 8-K"), and incorporated herein by reference) 2.2 Rescission Agreement dated June 15, 1998 among Canmax Inc., USC and former principals of USC (filed as Exhibit 10.1 to Form 8-K dated January 15, 1998 (the "USC Rescission 8-K"), and incorporated herein by reference) 2.3 Asset Purchase Agreement by and among Affiliated Computed Services, Inc., Canmax and Canmax Retail Systems, Inc. dated September 3, 1998 (filed as Exhibit 10.1 to the Company's Form 8-K dated December 7, 1998 and incorporated herein by reference) 2.4 Asset Purchase Agreement dated November 2, 1999 among ARDIS Telecom & Technologies, Inc., Dial-Thru International Corporation, a Delaware corporation, Dial-Thru International Corporation, a California corporation, and John Jenkins (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 2, 1999 and incorporated herein by reference) 3.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1999 (the "1999 Form 10-K") and incorporated herein by reference) 3.2 Amended and Restated Bylaws of Dial-Thru International Corporation (filed as Exhibit 3.2 to the 1999 Form 10-K and incorporated herein by reference) 4.1 Registration Rights Agreement between Canmax and the Dodge Jones Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report on Form 10-Q for the period ended April 30, 1997 and incorporated herein by reference) 4.2 Registration Rights Agreement between Canmax and Founders Equity Group, Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report on Form 10-Q for the period ended April 30, 1997 and incorporated herein by reference) 4.3 Amended and Restated Stock Option Plan of Dial-Thru International Corporation (filed as Exhibit 4.3 to the 1999 Form 10-K and incorporated herein by reference) 10.1 Employment Agreement, dated June 30, 1997 between Canmax Retail Systems, Inc. and Roger Bryant (filed as Exhibit 10.3 to the Company's Registration Statement on Form S-3, File No. 333-33523 (the "Form S- 3"), and incorporated herein by reference) 10.2 Commercial Lease Agreement between Jackson--Shaw/Jetstar Drive Tri-star Limited Partnership and the Company (filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K dated October 31, 1998, and incorporated herein by reference) 10.3 Employment Agreement, dated November 2, 1999 between ARDIS Telecom & Technologies, Inc. and John Jenkins. 11.1 Statement re: Computation of earnings per share 21.1 Subsidiaries of the Registrant 23.1 * Consent of Independent Certified Public Accountants * Filed herewith. (B) REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Company during the quarter ended October 31, 2000. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned thereunto duly authorized. DIAL-THRU INTERNATIONAL CORPORATION By: /s/ ROGER D. BRYANT ------------------------------------ Roger D. Bryant CHAIRMAN AND CHIEF EXECUTIVE OFFICER Dated February 23, 2001 EX-23.1 2 0002.txt CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in (1) the Registration Statement on Form S-8 (Registration No. 333-86749) pertaining to 1,975,000 shares of Dial-Thru International Corporation common stock, and (2) the Registration Statement on Form S-8 (Registration No. 333-23313) pertaining to 1,200,000 shares of Dial-Thru International Corporation common stock, and (3) the Registration Statement on Form S-3 (Registration No. 333-33523) pertaining to 863,364 shares of Dial-Thru International Corporation common stock, and (4) the Registration Statement on Form S-8 (Registration No. 333- 36040 pertaining to 1,150,000 shares of Dial-Thru International Corporation common stock, and (5) the Registration Statement on Form S-3 (Registration No. 333-52870) pertaining to 2,254,285 shares of Dial-Thru International Corporation common stock, of our report dated January 7, 2000, with respect to the financial statements of Dial-Thru International Corporation and Subsidiaries for the year ended October 31, 2000. /s/ KING GRIFFIN & ADAMSON P.C. -----END PRIVACY-ENHANCED MESSAGE-----