UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2005
Dial Thru International Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-22636 75-2461665
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation Identification No.)
17383 Sunset Boulevard, Suite 350
Los Angeles, California 90272
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(Address of principal executive offices, including zip code)
(310) 566-1700
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 424 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 1, 2005, the registrant amended the $1,250,000 note payable
agreement dated November 8, 2002, by and between the registrant and Global
Capital Funding Group, L.P., a copy of which is attached hereto as Exhibit
10.1. The parties to the note payable agreement agreed to replace said
agreement with a convertible note in the aggregate principal amount of
$1,250,000, a copy of which is attached hereto as Exhibit 4.1. This
convertible note matures on February 29, 2008, and the interest rate due on
the convertible note is 10.08%. The conversion price is equal to 80% of the
average of the three (3) lowest volume weighted average sales prices as
reported by Bloomberg L.P. during the twenty (20) trading days immediately
preceding the date of the related notice of conversion. In addition, the
registrant issued to the holder of the convertible note 100,000 shares of
its common stock, and warrants to purchase 500,000 shares of its common
stock at an exercise price of $0.38 per share and 125,000 shares of its
common stock at an exercise price of $0.11 per share, both of which expire
on June 1, 2010. Copies of these common stock purchase warrant agreements
are attached hereto as Exhibits 4.2 and 4.3, respectively. In addition,
interest of approximately $350,000 due on the note payable at the time of
the restructuring of this debt was converted to a non-interest bearing note
payable maturing on March 30, 2007, a copy of which is attached hereto as
Exhibit 4.4.
On June 1, 2005, the registrant also amended a $550,000 convertible
debenture dated January 28, 2002, by and between the registrant and GCA
Strategic Investment Fund Limited, a copy of which is attached hereto as
Exhibit 10.2. This convertible debenture was amended to extend the maturity
date from November 8, 2004 to November 26, 2005. In consideration for
this amendment, the registrant issued to the holder of this convertible
debenture, 100,000 shares of its common stock, and warrants to purchase
150,000 shares of its common stock at an exercise price of $0.38 per share
and 110,000 shares of its common stock at an exercise price of $0.11 per
share, both of which expire on June 1, 2010. Copies of these common stock
purchase warrant agreements are attached hereto as Exhibits 4.5 and 4.6,
respectively.
On June 1, 2005, the registrant also amended a $574,597 convertible
debenture dated January 3, 2004, by and between the registrant and GCA
Strategic Investment Fund Limited, a copy of which is attached hereto as
Exhibit 10.3. This convertible debenture was amended to extend the maturity
date from November 8, 2004 to November 26, 2006. In consideration for
this amendment, the registrant issued to the holder of this convertible
debenture, 40,000 shares of its common stock, and warrants to purchase
150,000 shares of its common stock at an exercise price of $0.38 per share.
A copy of this common stock purchase warrant agreement is attached hereto as
Exhibit 4.7.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 is incorporated by reference in this
Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The common stock and warrants described in Item 1.01 were issued in
a private placement transaction made in reliance upon exemptions from
registration pursuant to Section 4(2) of the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description of Document
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4.1 Secured Promissory Note dated June 1, 2005 between Dial Thru
International Corporation and Global Capital Funding Group, L.P.
4.2 Common Stock Purchase Warrant dated June 1, 2005 between Dial Thru
International Corporation and Global Capital Funding Group, L.P.
4.3 Common Stock Purchase Warrant dated June 1, 2005 between Dial Thru
International Corporation and Global Capital Funding Group, L.P.
4.4 Secured Promissory Note dated June 1, 2005 between Dial Thru
International Corporation and Global Capital Funding Group, L.P.
4.5 Common Stock Purchase Warrant dated June 1, 2005 between Dial Thru
International Corporation and GCA Strategic investment Fund Limited
4.6 Common Stock Purchase Warrant dated June 1, 2005 between Dial Thru
International Corporation and GCA Strategic investment Fund Limited
4.7 Common Stock Purchase Warrant dated June 1, 2005 between Dial Thru
International Corporation and GCA Strategic investment Fund Limited
10.1 Amendment Number 1 to Securities Purchase Agreement dated June 1, 2005
between Dial Thru International Corporation and Global Capital Funding
Group, L.P.
10.2 Amendment Number 1 to Securities Purchase Agreement dated June 1, 2005
between Dial Thru International Corporation and GCA Strategic
investment Fund Limited
10.3 Amendment Number 1 to Securities Purchase Agreement dated June 1, 2005
between Dial Thru International Corporation and GCA Strategic
investment Fund Limited
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dial Thru International Corporation
Date: June 7, 2005 By: /s/ Allen Sciarillo
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Allen Sciarillo
Chief Financial Officer, Secretary,
(Principal Accounting Officer and
Principal Financial Officer) and
Director