SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
ARDIS TELECOM & TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
039801 10 5
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(CUSIP Number)
John Jenkins
8100 Jetstar Drive, Suite 100
Irving, Texas 75063
972.929.1920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 1999
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e)(f) or (g), check the following box. [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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*The remainder of this cover page should be filled out for a
reporting person's initial filing on 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, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE>
1) Name of Reporting Person John Jenkins
I.R.S Identification No. of Above Person
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds* 00
- -----------------------------------------------------------------
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization United States of America
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
(7) Sole Voting Power 1,000,000
(8) Shared Voting 0
(9) Sole Dispositive 1,000,000
(10) Shared Dispositive 0
(11) Aggregate Amount Beneficially Owned 1,000,000
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 12.7%
Amount in Row (11)
(14) Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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(1) Name of Reporting Person Dial-Thru International Corporation
I.R.S Identification No. of Above Person
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* 00
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization California
Number of Shares (7) Sole Voting 1,000,000
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 1,000,000
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 1,000,000
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 12.7%
Amount in Row (11)
(14) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to
the common stock, $0.001 par value per share (the "Common
Stock"), of ARDIS Telecom & Technologies, Inc., a Delaware
corporation, which has its principal executive offices located at
8100 Jetstar Drive, Suite 100, Irving, Texas 75063 (the
"Issuer").
2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(a) promulgated under the
Securities Exchange Act of 1934, as amended, (the "Exchange
Act"), this Statement is filed jointly by John Jenkins, an
individual resident of the State of California ("Jenkins"), and
Dial-Thru International Corporation, a California corporation
("Dial-Thru", collectively, Jenkins and Dial-Thru are, the
"Reporting Person").
(b) The Reporting Person's business address is 700 South
Flower Street, Suite 420 Los Angeles, California 90017.
(c) Jenkins' present principal occupation is President of
the Issuer. Dial-Thru is in the process of liquidation and is
presently engaged in no business operations, except to the extent
necessary to wind-up its affairs.
In addition to being President of the Issuer, Jenkins
currently serves as the sole director and officer of Dial-Thru
and directly owns all of the issued and outstanding capital stock
of Dial-Thru.
(d) The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding, excluding traffic
violations and similar misdemeanors.
(e) The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or probationary or mandatory
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Jenkins is an individual resident of the State of
California and a citizen of the United States of America. Dial-
Thru is a corporation formed under and existing pursuant to the
laws of the State of California.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 2, 1999, Dial-Thru acquired one million
(1,000,000) shares of common stock, par value $.001, of the
Issuer as
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consideration for the sale of substantially all of its assets to
a wholly-owned subsidiary of the Issuer (the "Subsidiary")
pursuant to the terms and conditions of an Asset Purchase
Agreement (the "Purchase Agreement") between the Issuer, the
Subsidiary, Dial-Thru and Jenkins. Jenkins is the sole director
and officer of Dial-Thru and owns all of the issued and
outstanding capital stock of Dial-Thru.
In addition to the shares of common stock issued at the
closing, Dial-Thru, or its assigns, may acquire up to an
additional one million (1,000,000) shares of common stock upon
the acquired business achieving specified revenue and earnings
goals (the "Additional Consideration"). Dial-Thru, or its
assigns, may receive 500,000 shares of common stock upon the
acquired business achieving revenues of $5.7 million and earnings
before interest, taxes, depreciation and amortization ("EBITDA")
of $705,000 during any three month period ending on or before
November 1, 2001, and 500,000 shares of common stock if the
acquired business achieves revenues of $11.4 million and EBIDTA
of $1.41 million during any three month period ending on or
before November 1, 2001.
Upon the liquidation and dissolution of Dial-Thru, it is
anticipated that such shares of common stock will be distributed
to Jenkins as the sole shareholder of Dial-Thru.
4. PURPOSE OF TRANSACTION.
Dial-Thru acquired the common stock as a result of the sale
of substantially all of its assets. Dial-Thru, and, indirectly,
Jenkins, acquired the shares of common stock from the Issuer for
investment purposes only and neither has no present intention to
effect any additional transactions in the common stock of the
Issuer; however, Jenkins may, based upon a number of factors,
including the evaluation of the Issuer's business prospects and
financial condition, the market for the Issuer's shares, general
economic and stock market conditions and other investment
opportunities, acquire additional shares of common stock of the
Issuer.
In connection with the transaction in which Dial-Thru
acquired the shares of common stock from the Issuer, Jenkins was
elected as the President of the Issuer. Other than the election
of Jenkins as the President of the Issuer, the Reporting Person
has no present plans to cause the Issuer to engage in any
extraordinary corporate transactions; to effect any change of the
issuer's management, business, corporate structure,
capitalization, dividend policy, Certificate of Incorporation or
Bylaws; or to delete, delist or terminate the registration of any
securities of the Issuer. Jenkins was also appointed as a member
of the Board of Directors of the Issuer.
As discussed above, the Board of Directors of the Issuer, of
which Jenkins serves as a member, elected Jenkins as the
President of the Issuer and the Issuer's then President, Roger D.
Bryant, assumed the Chairman of the Board position.
<PAGE>
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Immediately upon the sale of substantially all of the
assets of Dial-Thru, as described in Item 3 above, the aggregate
number of shares of common stock which may be deemed to have been
beneficially owned by the Reporting Person as of such date was
1,000,000 shares constituting approximately 12.7% of the
outstanding common stock of the Issuer (based on 7,881,004 shares
of common stock outstanding on November 29, 1999, pursuant to
information provided by the Company).
(b) As of the date hereof, Dial-Thru had direct beneficial
ownership of 1,000,000 shares of the common stock of the Issuer.
As of the date hereof, Jenkins has indirect ownership, through
his ownership and control of Dial-Thru, of 1,000,000 shares of
the common stock of the Issuer and exercises sole voting and
investment power authority over such shares. Dial-Thru has no
other officers, directors or shareholders other than Jenkins.
(c) None.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
<PAGE>
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Document Description
1) Asset Purchase Agreement dated
as of November 3, 1999, among ARDIS
Telecom & Technologies, Inc., Dial-Thru
International Corporation, a Delaware
corporation, John Jenkins and Dial-Thru
International Corporation, a California
corporation (filed as Exhibit 2.1 to the
Issuer's Current Report on Form 8-K dated
November 2, 1999).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Schedule 13D is true, complete and correct.
Date: January 14, 2000
/s/ JOHN JENKINS
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John Jenkins
DIAL-THRU INTERNATIONAL CORPORATION,
A CALIFORNIA CORPORATION
By: /s/ JOHN JENKINS
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Name: John Jenkins
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Title: President
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Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
<PAGE>
Appendix A
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule
13D (including amendments thereto) with respect to the Common
Stock of ARDIS Telecom & Technologies, Inc. This Joint Filing
Agreement shall be included as an exhibit to such filing. In
evidence thereof, each of the undersigned, being duly authorized
where appropriate, hereby executes this Joint Filing Agreement as
of the 14th day of January 2000.
DIAL-THRU INTERNATIONAL CORPORATION,
A CALIFORNIA CORPORATION
By: /s/ JOHN JENKINS
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Name: John Jenkins
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Title: President
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/s/ JOHN JENKINS
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John Jenkins
