Jenkins John, et al. – ‘SC 13D’ on 1/20/00 re: Spot Mobile International Ltd.

On:  Thursday, 1/20/00   ·   Accession #:  909143-0-23   ·   File #:  5-46187

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             10     26K 

SC 13D
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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. ___)*                

ARDIS TELECOM & TECHNOLOGIES, INC.                
=================================================================               
(Name of Issuer)                

Common Stock, $0.001 par value per share                
=================================================================               
(Title of Class of Securities)                

039801 10 5               
=================================================================               
(CUSIP Number)                

John Jenkins                
8100 Jetstar Drive, Suite 100               
Irving, Texas 75063               
972.929.1920                
=================================================================               
(Name, Address and Telephone Number of Person               
Authorized to Receive Notices and Communications)               

November 2, 1999                
=================================================================               
(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)                                                             

SC 13D
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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).                                      

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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)                                                 
-----------------------------------------------------------------               
(6)  Citizenship or Place of                                                    
Organization                       United States of America         
-----------------------------------------------------------------               
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                                            

SC 13D
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SCHEDULE 13D                
------------                
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.                             

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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.                                                                 

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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).                

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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
           -------------------------------
John Jenkins        

                DIAL-THRU INTERNATIONAL CORPORATION,
    A CALIFORNIA CORPORATION

By: /s/ JOHN JENKINS
             ---------------------------
   Name:      John Jenkins
               -------------------------
Title:  President   
                 -----------------------

Attention:  Intentional misstatements or                
omissions of fact constitute federal                
criminal violations (see 18 U.S. C. 1001).                

SC 13D
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Appendix A                
-----------               

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                  
--------------------------------- 
Name:      John Jenkins                 
 -------------------------------
Title: President                        
 -------------------------------

/s/ JOHN JENKINS                  
------------------------------------    
John Jenkins                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		11/1/01		6
Filed on:		1/20/00							3
		1/14/00		9					3,  DEF 14A,  PRE 14A
		11/29/99		7
		11/3/99		8
		11/2/99		1		8			3,  8-K,  8-K/A
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