DIAL THRU INTERNATIONAL CORP
S-3, 2000-12-28
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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   Electronically Transmitted to the Securities and Exchange Commission on
   December 28, 2000


                                                Registration No. 333-_______

 ===========================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                ______________
                                   FORM S-3
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                               _______________
                     DIAL-THRU INTERNATIONAL CORPORATION
            (Exact name of Registrant as specified in its charter)

                   Delaware                      75-2461665
         (State or other jurisdiction         (I.R.S. Employer
       of incorporation or organization)     Identification No.)

                                              Roger D. Bryant
    700 South Flower, Suite 2950       700 South Flower, Suite 2950
    Los Angeles, California 90017      Los Angeles, California 90017
           (213) 627-7599                     (213) 627-7599
    (Address, including zip code,    (Name, address, including zip code,
   and telephone number, including     and telephone number, including
      area code, of registrant's            area code, of agent
     principal executive offices)               of service)

                                 ____________
                                   Copy to:
                            Donald H. Meiers, Esq.
                             Holland & Knight LLP
                     2100 Pennsylvania Avenue, Suite 400
                            Washington, D.C. 20037
                                (202) 955-3000
                                 ____________
       Approximate date of commencement of proposed sale to the public:
  From time to time as described in the Prospectus after the effective date
                       of this Registration Statement.
                                 ____________

      If the only securities being registered on this Form are being  offered
 pursuant to  dividend  or  interest reinvestment  plans,  please  check  the
 following box. [   ]
      If any  of the  securities being  registered  on this  Form are  to  be
 offered on a  delayed or  continuous basis pursuant  to Rule  415 under  the
 Securities Act of 1933 (the "Securities Act"), other than securities offered
 only in connection with dividend or  interest reinvestment plans, check  the
 following box. [ X ]
      If this Form is filed to register additional securities for an offering
 pursuant to Rule 462(b) under the Securities Act, please check the following
 box and list the Securities Act registration statement number of the earlier
 effective registration statement for the same offering. [   ]
      If this  Form is  a post-effective  amendment  filed pursuant  to  Rule
 462(c) under  the Securities  Act,  check the  following  box and  list  the
 Securities Act  registration  statement  number  of  the  earlier  effective
 registration statement for the same offering. [   ]
      If delivery of the prospectus is  expected to be made pursuant to  Rule
 434, please check the following box. [   ]
                                _____________
<PAGE>

                       CALCULATION OF REGISTRATION FEE
 ===========================================================================
  Title of Each Class  Amount To      Proposed      Proposed      Amount of
  of Securities to be      Be          Maximum       Maximum    Registration
        Registered     Registered  Offering Price   Aggregate        Fee
                        (1) (2)     Per Share (3)   Offering
                                                    Price (3)
 ---------------------------------------------------------------------------
 Common Stock ($.001   2,254,285        .9995      $2,253,158       $595
      par value)
 ===========================================================================

 (1)  The  number  of  shares  of  Common  Stock  offered  pursuant  to  this
 Registration Statement are as follows: (i) 300,000 shares, representing  the
 number of shares  of Common Stock  issuable upon the  exercise of a  warrant
 issued to  Founders  Equity  Group ("Founders")  pursuant  to  a  consulting
 agreement dated December  12, 2000; plus  (ii) 250,000 shares,  representing
 the number  of  shares of  Common  Stock  issuable upon  conversion  of  our
 Convertible Notes issued  February 4, 2000  (the "Convertible Notes");  plus
 (iii) 125,000  shares, representing  the number  of shares  of Common  Stock
 issuable upon the exercise of Contingent Warrants issued February 4, 2000 to
 the purchasers  of  our Convertible  Notes;  plus   (iv)    125,000  shares,
 representing the number of shares of Common Stock issuable upon the exercise
 of Common Stock Purchase Warrants issued February 4, 2000 to the  purchasers
 of our Convertible Notes;  plus  (v) 50,000 shares, representing the  number
 of shares of  Common Stock  issuable upon  the exercise  of warrants  issued
 January 11, 1999  to  Henry Hermann  in  connection with  his service  as  a
 consultant; plus (vi)  1,404,285 shares,  representing the number of  shares
 of Common Stock held by the other Selling Shareholders on the effective date
 of this registration statement.

 (2) The  registration statement  also includes  an indeterminate  number  of
 additional shares of Common Stock that may become offered, issuable or  sold
 to prevent  dilution  resulting  from  stock  splits,  stock  dividends  and
 conversion price or exercise price adjustments, which are included  pursuant
 to Rule 416 under the Securities Act.

 (3) Estimated solely  for the purpose  of calculating  the registration  fee
 based upon the average of the high and low prices report on the OTC Bulletin
 Board on December 21, 2000 in accordance with Rule 457(c) promulgated  under
 the Securities Act of 1933.

      THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION STATEMENT ON SUCH  DATE
 OR DATES  AS  MAY  BE  NECESSARY  TO DELAY  ITS  EFFECTIVE  DATE  UNTIL  THE
 REGISTRANT SHALL FILE  A FURTHER  AMENDMENT WHICH  SPECIFICALLY STATES  THAT
 THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE
 WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION  STATEMENT
 SHALL  BECOME  EFFECTIVE  ON  SUCH  DATE  AS  THE  SECURITIES  AND  EXCHANGE
 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 ===========================================================================

<PAGE>

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this Prospectus  is not complete and may be changed.  We +
+ may  not  sell these securities until the registration statement filed with +
+ the Securities and Exchange Commission is effective. This prospectus is not +
+ an offer  to  sell these securities  and is  not soliciting an offer to buy +
+ these securities in any state where the offer or sale is not permitted.     +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                                  PROSPECTUS

                SUBJECT TO COMPLETION, DATED DECEMBER 27, 2000

                               2,254,285 SHARES
                     DIAL-THRU INTERNATIONAL CORPORATION
                                 COMMON STOCK
                                  __________

      This Prospectus relates to  up to 2,254,285 shares  of Common Stock  of
 Dial-Thru International Corporation,  a Delaware corporation,  which may  be
 sold from time to  time by the  selling shareholders listed  on page  10, or
 their transferees, pledgees, donees or successors.  The number of  shares of
 Common Stock that we actually issue, and thus the number of shares that  may
 be sold  hereunder, may  be greater  than 2,254,285   because  of  the anti-
 dilution  provisions  contained  in  certain  warrants  described  in   this
 Prospectus.

      The selling shareholders may sell all or any portion of their shares of
 Common  Stock  in  one  or  more  transactions  through  ordinary  brokerage
 transactions, in  private, negotiated  transactions,  or through  any  other
 means described in the section entitled "Plan of Distribution" beginning  on
 page 11.  The  selling shareholders are selling  these shares for their  own
 accounts at prices related to the prevailing market prices or at  negotiated
 prices. We will not receive any of the proceeds from the sale of the  shares
 by the selling  shareholders, but will  pay all  registration expenses.  The
 selling  shareholders  will   pay  all  selling   expenses,  including   all
 underwriting discounts and selling commissions.

      Our Common Stock is traded on the OTC and is quoted on the OTCBB  under
 the symbol "DTIX".
                                   ________

      INVESTING IN OUR  COMMON STOCK  INVOLVES SIGNIFICANT  RISKS.  SEE "RISK
 FACTORS" BEGINNING ON PAGE 7.
                                   ________

      We may amend or supplement this Prospectus from time to time by  filing
 amendments or  supplements  as  required.    You  should  read  this  entire
 Prospectus and any amendments or supplements carefully before you make  your
 investment decision.
                                   ________

      Our principal executive offices are located at 700 South Flower,  Suite
 2950, Los Angeles, California 90017, and our telephone number is (213)  627-
 7599.
                                   ________

      Neither the Securities and Exchange Commission nor any state securities
 commission has approved or disapproved of these securities, or determined if
 this Prospectus is truthful or complete. Any representation to the  contrary
 is a criminal offense.
                                   ________

              The Date Of This Prospectus Is December 27, 2000

<PAGE>

                              TABLE OF CONTENTS
                                                         Page
                                                         ----
 WHERE YOU CAN FIND MORE INFORMATION                       3
 THE COMPANY                                               5
 RISK FACTORS                                              7
 USE OF PROCEEDS                                          10
 SELLING SHAREHOLDERS                                     10
 PLAN OF DISTRIBUTION                                     11
 LEGAL OPINION                                            11
 EXPERTS                                                  12


                     WHERE YOU CAN FIND MORE INFORMATION

      We file annual,  quarterly and  special reports,  proxy statements  and
 other information with the Securities  and Exchange Commission (the  "SEC").
 You may read and  copy any document  we file at  the SEC's public  reference
 room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the SEC
 at 1-800-SEC-0330 for  further information  on the  public reference  rooms.
 Our SEC filings are also available to the public from the SEC's web site  at
 http://www.sec.gov.

      The SEC allows us to "incorporate by reference" the information we have
 filed with it, which means that we can disclose important information to you
 by referring  you  to those  documents.   The  information  incorporated  by
 reference is considered to be part of this Prospectus, and information  that
 we file later  with the  SEC will  automatically update  and supersede  this
 information.  We incorporate by reference into this Prospectus the following
 documents listed below  and any  future filings that  we make  with the  SEC
 under Sections 13(a), 13(c), 14 or  15(d) of the Securities Exchange Act  of
 1934:

      (1)  Our Annual Report on Form 10-K for the year ended October 31, 1999
           filed on January 31, 2000;
      (2)  Our Quarterly Report on Form 10-Q  for the quarter ended January
           31, 2000 filed on March 16, 2000;
      (3)  Our Quarterly Report on Form 10-Q for the quarter ended April 30,
           2000 filed on June 14, 2000;
      (4)  Our Quarterly Report on Form 10-Q for the quarter ended July 31,
           2000 filed on September 14, 2000;
      (5)  Current Report on Form 8-K filed November 17, 1999;
      (6)  Amended Current Report on Form 8-K filed January 18, 2000; and
      (7)  The description  of our  Common Stock  included in  the  Company's
           Registration Statement on Form 10 filed with the SEC on January 6,
           1994, including  any  other  amendment or  report  filed  for  the
           purpose of updating such information.
<PAGE>

      You may request a copy of these filings, at no cost, by writing or
 telephoning us at the following address:

           Dial-Thru International Corporation
           700 South Flower, Suite 2950
           Los Angeles, California 90017
           Attn:   Corporate Secretary
           Telephone: (213) 627-7599
           www.dialthru.com

      You should  rely  only  on information  incorporated  by  reference  or
 provided in this Prospectus and any prospectus supplement. No one (including
 any salesman or broker) is authorized to provide oral or written information
 about this offering that is not included in this Prospectus.

                           FORWARD-LOOKING INFORMATION

      This Prospectus, including the  information incorporated by  reference,
 contains  forward-looking  statements  made  pursuant  to  the  safe  harbor
 provisions of the Private Securities Litigation Reform Act of 1995.   Actual
 results could differ materially from those projected in the  forward-looking
 statements as a result of the risk  factors beginning on page 7 and  others,
 certain of which may be detailed from  time to time in our periodic  reports
 filed with the SEC.

<PAGE>
      As used in this Prospectus, unless the context requires otherwise, "we"
 or "Dial-Thru"  or  "DTI" or  the  "Company" means  Dial-Thru  International
 Corporation.

                                 THE COMPANY

      Dial-Thru  is  a  facilities-based,   global  Internet  Protocol   (IP)
 communications  company  providing  connectivity  to  international  markets
 experiencing significant  demand for  IP enabled  services.   We  provide  a
 variety of international telecommunications  services targeted to small  and
 medium sized enterprises (SME's) that include the transmission of voice  and
 data traffic  and  the  provision  of  Web-based  and  other  communications
 services.  We utilize Voice over  Internet Protocol (VoIP) packetized  voice
 technology (and  other  compression techniques)  to  improve both  cost  and
 efficiencies  of  telecommunication  transmissions,  and  are  developing  a
 private IP Telephony  network.   We utilize  state-of-the-art digital  fiber
 optic cable, oceanic cable transmission facilities, international satellites
 and the Internet to transport our communications.

      IP  Telephony,  or  Voice  over  Internet  Protocol  (VoIP),  is  voice
 communication that  has been  converted into  digital  packets and  is  then
 addressed, prioritized, and transmitted over  any form of broadband  network
 utilizing  the  technology  that  makes   the  Internet  possible.     These
 technologies allow us to transmit voice  communications with the same  high-
 density compression as  networks initially designed  for data  transmission,
 and at the same time utilize  a common network for providing customers  with
 data and enhanced Web-based services.

      We primarily focus on markets where competition is not as keen, thereby
 giving us opportunities for  greater profit margin.   These markets  include
 regions where  deregulation  of  telecommunications services  has  not  been
 completed and smaller markets that  have not attracted large  multi-national
 providers.   South  Africa, Asia,  and  parts  of South  America  offer  the
 greatest abundance of these target markets.

      Cooperating  with  overseas   carriers  and   the  incumbent,   usually
 government owned,  telephone companies,  gives  us better  opportunities  to
 engage in  co-branding  of jointly  marketed  products, including  IP  based
 enhancements that it has developed, rather than simply basing a strategy  on
 pricing arbitrage.  As a result,  we are proactively invited to  participate
 rather than reactively prevented from entering new markets.
<PAGE>

      Unlike many new VoIP  carriers in the market  today, we are focused  on
 retail telecommunications sales  to business  customers, including  enhanced
 product offerings,  not  just  wholesale voice  traffic.    A  portfolio  of
 enhanced offerings provide us with the opportunity for higher profit margins
 and better customer loyalty, thus making us less susceptible to  competitive
 forces and market churn.

      In tandem  with  overseas  partners,  we  are  deploying  a  "book-end"
 strategy targeting markets at  both ends of international  circuits.  As  an
 example, while cooperating with our partners  to target the SME market in  a
 selected foreign  region,  we  also  target  corresponding  expatriates  and
 foreign owned businesses  back in the  US.  By  providing these services  in
 cooperation with the carrier that will ultimately terminate the calls in the
 caller's "home"  country,  we  enjoy  reduced  facilities  costs,  increased
 economies of scale,  lower customer acquisition  costs, and higher  customer
 retention.

      Focusing on cooperation  in emerging markets  also gives  us the  added
 benefit of being able to develop and exploit labor cost advantages not found
 in industrial markets.   For example, we plan  to develop new and  extremely
 low-cost call center applications that will tie into and enhance our new Web
 and VoIP applications.   Relying  on VoIP  and IP,  rather than  traditional
 voice technology, we  ensure that  our network  infrastructure is  extremely
 cost-effective and state-of-the-art.  These are assets that not only help to
 build our business, but also make it more attractive as a potential  partner
 to overseas carriers and incumbent telephone companies.

      Our principal executive offices are located at 700 South Flower,  Suite
 2950, Los Angeles, California 90017, and our telephone number is (213)  627-
 7599.
                                 RISK FACTORS

      In addition to the other information in this Prospectus or incorporated
 herein by  reference,  the  following  risk  factors  should  be  considered
 carefully in evaluating the Company and  our business before purchasing  the
 shares offered in this Prospectus.

 Our success is dependant on our ability to recruit and retain key management
 and technical personnel.

      Our success depends to a significant  extent on our ability to  attract
 and retain  key  personnel.  In  particular,  we  dependent  on  our  senior
 management team  and personnel  with  experience in  the  telecommunications
 industry and  experience in  developing and  implementing new  products  and
 services within the industry.  Our future success will depend, in part, upon
 our ability to attract and retain key personnel.
<PAGE>

 We have  had  a history  of  operational losses  and  expect our  losses  to
 continue.

      We commenced our  telecommunications business  in early  1998. For  the
 years ended  October  31,  1999  and  1998,  we  recorded  net  losses  from
 continuing operations  of  approximately  $3.8  million  and  $2.6  million,
 respectively, on revenues from  continuing operations of approximately  $3.1
 million and $2.2 million, respectively.  For the nine months ended July  31,
 2000, we recorded  a net loss  from continuing  operations of  approximately
 $5.8 million on  revenues from continuing  operations of approximately  $7.6
 million.   The losses  in fiscal  1999 were  primarily attributable  to  the
 startup costs associated with establishing our facilities-based  operations,
 marketing costs associated with establishing our distribution channels,  and
 research and  development  costs  associated with  development  of  our  VIP
 Card(TM) product. The losses in fiscal  1998 were primarily attributable  to
 our unsuccessful acquisition of USC and  a one-time charge of  approximately
 $1.2 million  incurred  in connection  with  the  disposition of  USC.    On
 November 2, 1999, we acquired substantially  all of the assets of  Dial-Thru
 International  Corporation,  a  California  corporation,  and   subsequently
 assumed the name for our corporation.  Following the acquisition, the  focus
 of our  business changed  away from  the prepaid  telecommunications  market
 toward  being  a  global  Internet  Protocol  (IP)  communications   company
 providing connectivity  to  international markets  experiencing  significant
 demand for IP enabled services.

      As we continue to substantially  increase our distribution network  and
 customer base, and develop our private IP telephony network, we may continue
 to experience losses.

 If we are unable to overcome  the risks inherent in expansion, our  business
 will fail.

      We intend to expand our IP telephony network and the range of  enhanced
 telecommunications services that  we provide.   However, we  have a  limited
 operating history upon which an evaluation of our prospects in this industry
 can be based.  In addition, our prospects must be considered in light of the
 risks, expenses and difficulties frequently encountered by companies in  new
 and rapidly evolving markets.  To address these risks, we must, among  other
 things:

      -    respond to competitive developments;

      -    attract, retain and motivate qualified personnel;

      -    succeed in our marketing efforts; and

      -    upgrade our products, services and technologies.

 We cannot assure you that we will  be successful in addressing the risks  we
 face or that  we will be  successful in our  proposed expansion  activities.
 The failure to do so  would have a material  adverse effect on our  business
 and financial condition.
<PAGE>

 We will need additional capital to pursue our business objectives.

      To fully implement our business plan, we will need to raise  additional
 funds within the  next twelve months  for capital  expenditures and  working
 capital. Because of  our limited  operating history  and the  nature of  the
 Internet industry, our future capital needs  are difficult to predict.   Our
 growth models are scaleable  (meaning that growth  targets may be  generally
 adjusted in proportion to  the availability of  capital resources), but  the
 rate of  growth  is  dependent on  the  availability  of  future  financing.
 Additional capital  funding  may  be  required  for  any  of  the  following
 activities: capital  expenditures; advertising,  maintenance and  expansion;
 sales,  marketing,   research  and   development;  operating   losses   from
 unanticipated competitive pressures  or start-up  operations; and  strategic
 partnerships and alliances. There  is no assurance  that adequate levels  of
 additional financing will be  available at all or  on acceptable terms.  Any
 additional financing could  result in significant  dilution to our  existing
 stockholders. If we are unable to raise additional capital, we would not  be
 able to implement  our business  plan which  could have  a material  adverse
 effect on our business, operating results and financial condition.

 Our stockholders may face  liquidity problems when they  seek to sell  their
 shares.

      We currently do not meet the requirements to list our common stock on a
 national securities  exchange or  on either  the Nasdaq  National Market  or
 SmallCap Market.   The  common stock  trades  only in  the  over-the-counter
 market with certain such trades reported  on the NASD's OTC Bulletin  Board.
 As a  result, selling  our  shares may  be  more difficult  because  smaller
 quantities of shares may be bought and sold, transactions may be delayed and
 security analysts' coverage of us may be reduced.  These factors may make it
 difficult or impossible for  you to sell  shares in a  timely manner, if  at
 all.

      In addition, the Securities and  Exchange Commission defines our  stock
 as a "penny  stock" because it  has a market  price of less  than $5.00  per
 share.  Consequently,  a  broker/dealer  must  make  a  special  suitability
 determination  for  the   prospective  purchaser  and   have  received   the
 purchaser's written  consent to  the transaction  prior to  the sale.    The
 "penny stock" rules may  adversely affect the  ability of broker/dealers  to
 sell our shares and may adversely affect your ability to sell the shares  in
 the secondary market.

 The price of our common stock may be subject to volatile changes.

      The price at which  the shares of  common stock trade  is likely to  be
 subject to significant volatility.  The  market for the common stock may  be
 influenced by many factors, including the depth and liquidity of the  market
 for our common stock, investor perceptions  of us, and general economic  and
 similar conditions.

 We must  manage significant  government regulation  if  our business  is  to
 succeed.

      The legal  and regulatory  environment pertaining  to the  Internet  is
 uncertain and changing  rapidly as the  use of the  Internet increases.  For
 example, in the  United States,  the FCC  is considering  whether to  impose
 surcharges or  additional regulations  upon  certain providers  of  Internet
 telephony.
<PAGE>

      In addition, the regulatory treatment of Internet telephony outside  of
 the United States varies from country to country.  There can be no assurance
 that there will  not be  interruptions  in Internet telephony  in these  and
 other foreign countries. Interruptions or  restrictions on the provision  of
 Internet telephony in foreign countries may adversely affect our  ability to
 continue to  offer services  in  those countries,  resulting  in a  loss  of
 customers and revenues.

      New regulations  could increase  the cost  of doing  business over  the
 Internet or restrict  or prohibit  the delivery  of our  product or  service
 using the Internet.  In addition to new regulations being adopted,  existing
 laws may be applied to the Internet.   Newly existing laws may cover  issues
 that include sales and  other taxes; access  charges; user privacy;  pricing
 controls; characteristics  and quality  of products  and services;  consumer
 protection; contributions to the Universal Service Fund, an FCC-administered
 fund for  the support  of local  telephone service  in rural  and  high-cost
 areas; cross-border commerce; copyright, trademark and patent  infringement;
 and other claims based on the nature and content of Internet materials.

 Our market is extremely competitive.

      The market for our products and services is highly competitive. We face
 competition from  multiple sources,  many of  which have  greater  financial
 resources and a  substantial presence in  our market and  offer products  or
 services similar to the services of ours.  Therefore, we may not be  able to
 successfully compete in  our markets,  which could  result in  a failure  to
 implement our business strategy or adversely  affect our ability to  attract
 and  retain  new customers.  In addition,  competition within the industries
 in  which  we  operate  are characterized  by,  among other  factors,  price
 and  ability  to  offer  enhanced service  capabilities.   Significant price
 competition   would   reduce   the   margins   realized   by   us   in   our
 telecommunications operations and  could have a  material adverse effect  on
 us. In addition, many competitors have greater financial resources to devote
 to research, development  and marketing,  and may  be able  to respond  more
 quickly  to  new   or  emerging   technologies  and   changes  in   customer
 requirements. If we are unable to provide cutting-edge technology and value-
 added Internet  products and  services,  we will  be  unable to  compete  in
 certain segments of the market, which  could have a material adverse  effect
 on our business, results of operations and financial condition.

 Technological changes may have an adverse effect on us.

      The industries in which we compete is characterized, in part, by  rapid
 growth, evolving industry standards,  significant technological changes  and
 frequent product enhancements. These  characteristics could render  existing
 systems and strategies obsolete, and require  us to continue to develop  and
 implement new products  and services, anticipate  changing consumer  demands
 and respond to emerging  industry standards and  technological changes.   No
 assurance can be given that we  will be able to  keep pace with the  rapidly
 changing  consumer  demands,  technological  trends  and  evolving  industry
 standards.
<PAGE>

 We are dependant on certain strategic relationships.

      Our international business,  in part, is  dependent upon  relationships
 with distributors, governments or  providers of telecommunications  services
 in foreign markets. The failure to  develop or maintain these  relationships
 could result in  a material adverse  effect on the  financial condition  and
 results of our operations.

 We have not declared dividends on our Common Stock.

      We have never declared or paid  any cash dividends on our Common  Stock
 and do not presently intend to pay cash dividends on our common stock in the
 foreseeable future.


                               USE OF PROCEEDS

      We will not  receive any  proceeds from the  sale of  shares of  Common
 Stock by any of the selling shareholders.
<PAGE>

<TABLE>
                             SELLING SHAREHOLDERS


      The following table  sets forth the  number of shares  of Common  Stock
 owned by each of the selling shareholders.

                               Number of                Shares of  Percentage of
                               Shares held  Number of    Common    Common Stock
                               prior to      Shares      Stock      owned after
 Name of Selling Shareholder   offering      offered    Retained   the offering
 --------------------------    ----------    --------   --------   ------------
 <S>                            <C>           <C>          <C>          <C>
 Founders Equity Group          300,000 1     300,000       0            0%
 Founders Partners VI           400,000       400,000       0            0%
 Millenium Media Ltd.           532,143       532,143       0            0%
 Five Star Communications Inc.  382,142       382,142       0            0%
 Scott D. Cook                   90,000        90,000       0            0%
 John L. Strauss                150,000 2     150,000       0            0%
 Henry Hermann                  150,000 3     150,000       0            0%
 Peter P. Smith                  62,500 2      62,500       0            0%
 Robert B. Irwin                 50,000 2      50,000       0            0%
 Brandon M. Dawson               50,000 2      50,000       0            0%
 John D. Lelong                  25,000 2      25,000       0            0%
 Carl P. Jayson                  25,000 2      25,000       0            0%
 Lester V. Murphy                25,000 2      25,000       0            0%
 Fred Kull                       12,500 2      12,500       0            0%


 1 Represents the number of shares of Common Stock issuable upon the exercise
 of a warrant issued to Founders pursuant to a consulting agreement dated
 December 12, 2000 without reflection of an indeterminate number of
 additional shares of Common Stock that may become offered, issuable or
 sold to prevent dilution resulting from stock splits, stock dividends and
 conversion price or exercise price adjustments, which are included in this
 registration statement pursuant to Rule 416 under the Securities Act.

 2 Represents the number of shares of Common Stock issuable upon conversion
 of our Convertible Notes issued February 4, 2000 (the "Convertible Notes");
 plus, the number of shares of Common Stock issuable upon the exercise of
 Contingent Warrants issued February 4, 2000 to the purchasers of our
 Convertible Notes; plus, the number of shares of Common Stock issuable upon
 the exercise of Common Stock Purchase Warrants issued February 4, 2000 to
 the purchasers of our Convertible Notes, in each case without reflection of
 an indeterminate number of additional shares of Common Stock that may become
 offered, issuable or sold to prevent dilution resulting from stock splits,
 stock dividends and conversion price or exercise price adjustments, which
 are included in this registration statement pursuant to Rule 416 under the
 Securities Act.

 3 Represents the number of shares of Common Stock issuable upon conversion
 of our Convertible Notes issued February 4, 2000 (the "Convertible Notes");
 plus, the number of shares of Common Stock issuable upon the exercise of
 Contingent Warrants issued February 4, 2000 to the purchasers of our
 Convertible Notes; plus, the number of shares of Common Stock issuable upon
 the exercise of Common Stock Purchase Warrants issued February 4, 2000 to
 the purchasers of our Convertible Notes; plus,  the number of shares of
 Common Stock issuable upon the exercise of warrants issued January 11, 1999
 to Henry Hermann in connection with his service as a consultant; in each
 case without reflection of an indeterminate number of additional shares of
 Common Stock that may become offered, issuable or sold to prevent dilution
 resulting from stock splits, stock dividends and conversion price or
 exercise price adjustments, which are included in this registration
 statement pursuant to Rule 416 under the Securities Act.

</TABLE>
<PAGE>

      This Registration Statement  will also cover  any additional shares  of
 common stock which become issuable in connection with the shares  registered
 for sale  hereby by  reason  of any  stock  dividend, stock  split,  merger,
 consolidation,  recapitalization  or  other  similar  transaction   effected
 without the receipt  of consideration  that results  in an  increase in  the
 number of outstanding shares of common stock.

                             PLAN OF DISTRIBUTION

      We are registering  this offering of  shares on behalf  of the  selling
 shareholders, and we will pay all  costs, expenses and fees related to  such
 registration, including all registration and filing fees, printing expenses,
 fees and disbursements of  our counsel, blue sky  fees and expenses and  the
 expenses of  any special  audits or  "cold comfort"  letters.   The  selling
 shareholders will  pay  all  selling expenses,  including  all  underwriting
 discounts and selling  commissions, if any,  all fees  and disbursements  of
 their counsel and all other marketing expenses.

      The selling shareholders may sell their shares from time to time in one
 or more transactions through ordinary brokerage transactions or in  private,
 negotiated transactions.  The selling shareholders will determine the prices
 at which they sell their shares.   Such transactions may or may not  involve
 brokers or dealers.

      If the selling shareholders use a broker-dealer to complete their  sale
 of the shares, such  broker-dealer may receive compensation  in the form  of
 discounts, concessions or commissions from such selling shareholder or  from
 you, as purchaser (which compensation might exceed customary commission).

      The selling shareholders  may indemnify  any agent,  dealer or  broker-
 dealer that participates in sales of the shares against similar liabilities.

                                LEGAL OPINION

      The validity of the Common Stock  offered hereby will be passed on  for
 us by Holland & Knight LLP, 2100 Pennsylvania Avenue, Suite 400, Washington,
 D.C. 20037.

                                   EXPERTS

      The consolidated financial statements  of Dial-Thru as  of and for  the
 year ended October 31, 1999 appearing in our Annual Report on Form 10-K  and
 incorporated herein  by  reference have  been  audited  by  King  Griffin  &
 Adamson P.C. in reliance upon the report of such firm as experts in auditing
 and accounting.
<PAGE>

                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 14.  Other Expenses of Issuance and Distribution.

      The following table sets forth the estimated costs and expenses in
 connection with the sale and distribution of the securities being
 registered, other than underwriting discounts and commissions.  All of the
 amounts shown are estimates except the Securities and Exchange Commission
 registration fee.

                                                  To Be Paid
                                                    By The
                                                  Registrant
                                                  ----------
           SEC registration fee                  $       595
           Accounting fees and expenses          $     2,500
           Legal fees and expenses               $    15,000
           Miscellaneous                         $     2,000
                                                  ----------
                                                 $    20,095
                                                  ==========


 Item 15.  Indemnification of Directors and Officers.

      Article 10 of Dial-Thru's Certificate of Incorporation and Section 11.1
 of  Dial-Thru's  Bylaws  provide  for  indemnification  of  the   directors,
 officers, employees and  agents of Dial-Thru  (including the advancement  of
 expenses) to the fullest extent permitted by Delaware law.
<PAGE>

 Item 16.  Exhibits.

      The following exhibits are filed with this Registration Statement:

  Exhibit
    No.                         Description of Documents
  -------                       ------------------------
    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 Computer
            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 dated January 31,
            2000 and incorporated herein by reference)
    3.2     Amended and Restated Bylaws (filed as Exhibit 3.2 to the
            Company's Annual Report on Form 10-K dated January 31, 2000 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 Company's
            Annual Report on Form 10-K dated January 31, 2000 and
            incorporated herein by reference)
    4.4     Form of Convertible Notes issued February 4, 2000 (including
            form of Contingent Warrants as Exhibit A thereto) (filed as
            Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
            the period ended April 30, 2000 and incorporated herein by
            reference)
    4.5     Form of Common Stock Purchase Warrants issued February 4, 2000
            (filed as Exhibit 4.2 to the Company's Quarterly Report on Form
            10-Q for the period ended April 30, 2000 and incorporated herein
            by reference)
    4.6     Warrant Agreement between Founders Equity Group and the Company
            dated December 12, 2000   (filed herewith)
    4.7     Warrant Agreement between Henry Hermann and the Company dated
            January 11, 1999   (filed herewith)
    5.1     Opinion of Holland & Knight LLP.
   23.1     Consent of Holland & Knight LLP (included in the opinion filed
            as Exhibit 5.1).
   23.2     Consent of King Griffin & Adamson P.C.
   24.1     Power of Attorney (set forth on signature page of the
            Registration Statement).
   27.1     Financial Data Schedule
<PAGE>

 Item 17.  Undertakings.

      (a)  The undersigned Registrant hereby undertakes: (1) to file,  during
 any period  in  which offers  or  sales  are being  made,  a  post-effective
 amendment to  this Registration  Statement: (i)  to include  any  prospectus
 required by Section 10(a)(3) of the Securities Act of 1933; (ii) to  reflect
 in the prospectus any  facts or events arising  after the effective date  of
 the Registration  Statement (or  the  most recent  post-effective  amendment
 thereof) which, individually  or in the  aggregate, represent a  fundamental
 change in the information set forth in the Registration Statement; and (iii)
 to include any material information with respect to the plan of distribution
 not previously  disclosed  in the  Registration  Statement or  any  material
 change to such information in the Registration Statement; (2) that, for  the
 purpose of determining any liability under the Securities Act of 1933,  each
 such post-effective  amendment shall  be deemed  to  be a  new  registration
 statement relating to the  securities offered therein,  and the offering  of
 such securities at  the time shall  be deemed to  be the  initial bona  fide
 offering thereof; and (3)  to remove from registration  by means of a  post-
 effective amendment  any of  the securities  being registered  which  remain
 unsold at the termination of the offering.

      (b)  The undersigned Registrant hereby undertakes that, for purposes of
 determining any liability under the Securities  Act of 1933, each filing  of
 the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
 the Exchange Act of 1934 (and, where applicable, each filing of an  employee
 benefit plan's annual report pursuant to Section 15(d) of the Exchange  Act)
 that is incorporated  by reference in  the Registration  Statement shall  be
 deemed to be a new registration statement relating to the securities offered
 therein, and the offering of such securities at that time shall be deemed to
 be the initial bona fide offering thereof.

      (c)  Insofar as  indemnification  for  liabilities  arising  under  the
 Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
 controlling persons of the Registrant pursuant to the foregoing  provisions,
 or otherwise, the  Registrant has been  advised that in  the opinion of  the
 Securities and Exchange  Commission such indemnification  is against  public
 policy as expressed  in the  Act and  is, therefore,  unenforceable. In  the
 event that a claim for indemnification against such liabilities (other  than
 the payment by the  Registrant of expenses incurred  or paid by a  director,
 officer or controlling person of the Registrant in the successful defense of
 any action, suit  or proceeding) is  asserted by such  director, officer  or
 controlling person in connection with  the securities being registered,  the
 Registrant will, unless in  the opinion of its  counsel the matter has  been
 settled  by  controlling  precedent,  submit  to  a  court  of   appropriate
 jurisdiction the  question whether  such indemnification  by it  is  against
 public policy as  expressed in the  Act and will  be governed  by the  final
 adjudication of such issue.
<PAGE>

                                  SIGNATURES

      Pursuant to  the  requirements  of the  Securities  Act  of  1933,  the
 Registrant certifies that it has reasonable grounds to believe that it meets
 all of the  requirements for filing  on Form S-3  and has  duly caused  this
 Registration Statement  to  be signed  on  its behalf  by  the  undersigned,
 thereunto duly authorized, in the City of Los Angeles, State of  California,
 on December 27, 2000.

                          DIAL-THRU INTERNATIONAL CORPORATION

                          By:  /s/  Roger D. Bryant
                               ------------------------------------
                               Roger D. Bryant
                               Chairman and Chief Executive Officer

      KNOW ALL  MEN  BY THESE  PRESENTS,  that each  person  whose  signature
 appears below constitutes and appoints Roger  D. Bryant his true and  lawful
 attorney-in-fact and agent, with full power of substitution, for him and  in
 his name, in any and all capacities, to sign all amendments (including post-
 effective amendments) to the Registration Statement  to which this power  of
 attorney is attached, and to file  all those amendments and all exhibits  to
 them and other documents to be filed in connection with them, including  any
 registration statement pursuant to  Rule 462 under  Securities Act of  1933,
 with the Securities and Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the dates indicated.

      Signatures                  Title                         Date
      ----------                  -----                         ----
 /s/ Roger D. Bryant   Chairman of the Board, Chief        December 27, 2000
 Roger  D. Bryant      Executive Officer and Director

 /s/ John Jenkins      Director and Chief Financial        December 27, 2000
 John Jenkins          Officer

 /s/ Robert M. Fidler  Director                            December 27, 2000
 Robert M. Fidler

<PAGE>

                              INDEX TO EXHIBITS


  Exhibit
    No.                    Description of Documents
  -------                  ------------------------
    4.6     Warrant Agreement between Founders Equity Group and the Company
            dated December 12, 2000   (filed herewith)
    4.7     Warrant Agreement between Henry Hermann and the Company dated
            January 11, 1999   (filed herewith)
    5.1     Opinion of Holland & Knight LLP.
   23.1     Consent of Holland & Knight LLP (included in the opinion filed
            as Exhibit 5.1).
   23.2     Consent of King Griffin & Adamson P.C.



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