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. ___)*
DIAL-THRU INTERNATIONAL CORPORATION
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
252479 10 0
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(CUSIP Number)
Roger D. Bryant
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)
January 19, 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. [ ]
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 Roger D. Bryant
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 United States of America
Number of Shares (7) Sole Voting 650,000
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 650,000
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 650,000
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 7.7%
Amount in Row (11)
(14) Type of Reporting Person* IN
*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 DIAL-THRU INTERNATIONAL CORPORATION (formerly 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) This statement is filed by Roger D. Bryant (the
"Reporting Person").
(b) The Reporting Person's business address is c/o Dial-
Thru International Corporation, 8100 Jetstar Drive, Suite 100,
Irving, Texas 75063.
(c) The Reporting Person's present principal occupation is
Chairman of the Issuer.
(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) The Reporting Person is an individual resident of the
State of Texas and a citizen of the United States of America.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D is filed to reflect the Reporting
Person's beneficial ownership of Common Stock of the Issuer,
including beneficial ownership resulting from the vesting of
certain stock options issued pursuant to the Issuer's Amended and
Restated Stock Option Plan. These option grants were awarded by
the Issuer as long-term incentive compensation as set forth in
the Issuer's Proxy Statement dated March 10, 1999 for its 1999
Annual Meeting of Shareholders held April 26, 1999 (the "Proxy
Statement"). As of the date hereof the Reporting Person holds
300,000 unexercised options.
<PAGE>
The Reporting Person also holds warrants that are presently
exercisable for an additional 250,000 shares of Common Stock as a
result of the vesting in January, 1998 of certain performance
warrants issued in 1997, as described in the Proxy Statement.
On January 25, 1999, the Reporting Person was granted an
additional 100,000 shares of Common Stock by the Board of
Directors of the Issuer.
All of the securities held by the Reporting Person were
acquired by grants, and no funds were borrowed or otherwise
obtained for their acquisition.
4. PURPOSE OF TRANSACTION.
The Reporting Person holds the options and the shares of
Common Stock for investment purposes. Depending upon various
factors, including, but not limited to, the Issuer's business,
financial condition, prospects and the price for the Issuer's
Common Stock, the Reporting Person may in the future take such
actions with respect to his holdings as he deems appropriate,
including the exercise of options or the disposition of shares of
Common Stock. As Chairman and a director of the Issuer, the
Reporting Person may be issued additional options, warrants or
shares of Common Stock as compensation in the future. As
Chairman of the Issuer, the Reporting Person may from time to
time explore potential actions and transactions which may be
advantageous to the Issuer, including possible mergers,
acquisitions, reorganizations or other material changes in the
business, corporate structure, management, policies, governing
instruments, securities or regulatory or reporting obligations of
the Issuer. Except as noted above, the Reporting Person has no
plans or proposals which would relate to or result in:
(a) The acquisition by any person or additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the Board of Directors;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business
or corporate structure;
<PAGE>
(g) Changes in the Issuer's articles of incorporation,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any
person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated
above.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, the Reporting
Person beneficially owns 650,000 shares of Common Stock of the
Issuer, consisting of 100,000 shares of Common Stock, currently
exercisable options for the purchase of 300,000 shares of Common
Stock and currently exercisable warrants for the purchase of
250,000 shares of Common Stock. Such shares constitute 7.7% of
the Issuer's outstanding Common Stock.
(b) The Reporting Person has the sole power to vote or to
direct the vote of, and the sole power to dispose of or to direct
the disposition of, the 650,000 shares beneficially owned by him.
(c) In the past sixty days, the Reporting Person has not
effected any transactions in the Common Stock of the Issuer.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
7. MATERIAL TO BE FILED AS EXHIBITS
N/A
<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 20, 2000
/s/ ROGER D. BRYANT
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Roger D. Bryant
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001)
