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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. 2)*
DIAL THRU INTERNATIONAL, 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)
Founders Equity Group, Inc.
c/o Tom Spackman
2602 McKinney Ave., Suite 220
Dallas, Texas 75204
214-871-3000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 12, 2000
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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. [ ]
Check the following box if a fee is being paid with the statement. [ ] (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 five percent or less 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 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.
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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).
SCHEDULE 13D
CUSIP No. 915 282206 Page 2 of 4 Pages
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(1) Names of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
FOUNDERS EQUITY GROUP, INC.
EIN # 75-2658675
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(2) Check the Appropriate Box if a Member of a Group* (a) //
(b) //
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(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
2602 McKinney Ave., Suite 220
Dallas, TX 75204
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(7) Sole Voting Power
50,000
Number of --------------------------------------------------
Shares (8) Shared Voting Power
Beneficially 687,000
Owned by --------------------------------------------------
Each (9) Sole Dispositive Power
Reporting 350,000
Person --------------------------------------------------
With (10) Shared Dispositive Power
987,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
987,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* //
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(13) Percent of Class Represented by Amount in Row (11)
10.73%
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(14) Type of Reporting Person*
CO
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Page 3 of 4 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the without par value common stock of
Dial-Thru International, Inc. (hereinafter referred to as the
"Company"). The Company's principal executive offices are located at
700 South Flower Street, Suite 2950, Los Angeles, CA 90017.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of person filing:
Founders Equity Group, Inc., whose principal business is
investment.
(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of Founders Equity
Group, Inc. is 2602 McKinney Ave., Suite 220, Dallas, Texas
75204.
(c) Citizenship:
Founders Equity Group, Inc. is a Texas corporation.
(d) Founders Equity Group, Inc. has not been convicted in a criminal
proceeding during the last 5 years.
(e) Founders Equity Group, Inc. has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction during the last 5 years.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Founders Equity Group, Inc. acquired the securities from personal
funds for investment purposes.
ITEM 4. PURPOSE OF TRANSACTION
Founders Equity Group, Inc. entered into an advisory agreement with
the Company on December 12, 2000, whereby Founders will provide
strategic consulting services to the Company. As consideration for
these services, Founders received a warrant to purchase 300,000 shares
of common stock of the Company at $1.20 per share valid through
December 1, 2005.
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Page 4of 4 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Founders Equity Group, Inc. has owned stock and debentures in the
Company for years and has filed a series of 13D and amendments
thereto outlining their interest in the Company. As of December
12, 2000, Founders Equity Group, Inc. owned 50,000 shares of
common stock of the Company and a warrant to purchase 300,000
shares of common stock at $1.20. Scott Cook, Chairman and CEO of
Founders Equity Group, Inc., owns 237,000 shares of common stock
of the Company. Founders Partners VI, LLC, whose Manager is
Founders Equity Group, Inc., owns 400,000 shares of common stock.
Founders Partners VI, LLC, Founders Equity Group, Inc., and Scott
Cook individually disclaim any beneficial ownership in shares of
the Company held by the other Reporting Persons.
(b) Number of shares as to which Founders Equity Group, Inc. has:
(i) Sole power to vote on to direct the vote: 50,000
(ii) Shared power to vote on to direct the vote: 687,000
(iii) Sole power to dispose or to direct the disposition: 350,000
(iv) Shared power to dispose or to direct disposition: 987,000
(c) Founders Equity Group, Inc. has not effected any transaction in
the securities of the Company prior to the transaction disclosed
herein and the other previous filings.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES FOR THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
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Date Founders Equity Group, Inc.
By: Tom Spackman
Its: President
