<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No .........)*
DMI, INC.
---------
Name of issuer
Common
------
Title of Class of Securities
233232 30 5
------------
CUSIP Number
Richard Weed, Esq.
Archer & Weed
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
714-475-9086
------------
Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications
July 21, 1997
-------------
Date of Event which Requires Filing of This Statement
If the filing person has previously filed a statement on Schedule 13D, and is
filing this schedule because of Rule 13d-a(b) (3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
Note: six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
1) Name of Reporting Person Jean Pierre Makeyev
----------------------------------------------------
2) Check the Appropriate Box if a Member of A Group not applicable
----------------------------
3) SEC Use Only _______________________________________________________________
4) Source of Funds (see instructions) IN: OO
-------------------------------------------
5) Check If Disclosure of Legal proceedings is Required Pursuant to Items 2(d)
or 2(e) Not Applicable
---------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
----------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power 53,392,405 Shares
-----------------------------------------------------------
8) Shared Voting Power Not Applicable
---------------------------------------------------------
9) Sole Dispositive Power 53,392,405 Shares
-----------------------------------------------------
10) Shared Dispositive Power Not Applicable
---------------------------------------------------
11) Aggregate Amount Owned by Each Reporting Person 53,392,405 Shares
----------------------------
12) Check if The Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) Not Applicable
--------------------------------------------------------------
13) Per Cent of Class Represented by Amount in Row (11) 76.54%
-----------------------
14) Type of Reporting Person IN
---------------------------------------------------
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
Common Stock
DMI, Inc.
1530 Monterey Street
San Luis Obispo, Ca. 93401
ITEM 2. IDENTITY AND BACKGROUND
(a) Jean Pierre Makeyev
(b) 1530 Monterey Street
San Luis Obispo, Ca. 93401
(c) President, DMI, Inc.
1530 Monterey Street
San Luis Obispo, Ca. 93401
(d) not applicable
(e) not applicable
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shares of DMI, Inc. were acquired in an exchange of shares with the
shareholders DTI Technology, Inc. in accordance with a share exchange
agreement previously filed on Form 8K.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to acquire DTI Technology, Inc. as a
subsidiary of DMI, Inc.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Reporting Person beneficially owns 53,392,405 shares of common
stock of DMI, Inc., which represents 76.45% of the outstanding
shares of DMI, Inc. as of September 25, 1997.
(b) There are 53,392,405 shares as to which there is sole power to
vote or direct the vote, and sole power to dispose or direct the
disposition.
(c) not applicable
(d) not applicable
(e) not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Stock Purchase Agreement between DTI Technology, Inc. and DMI, INC.
dated July 21, 1997
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of the Stock Purchase Agreement described in Item 6 was
previously filed with the SEC in DMI Inc.'s Form 8-K/A dated
July 21, 1997.
<PAGE> 4
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
DATE: December 18, 1997 /s/ Jean Pierre Makeyev
-------------------------- -------------------------------
JEAN PIERRE MAKEYEV
Reporting Person
