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): April 14, 2015
DiMi Telematics International, Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
|
000-52759 |
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20-4743354 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
290 Lenox Avenue
New York, New York 10027 |
(Address of principal executive offices) |
Registrant’s telephone number,
including area code: (855) 633-3738
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 425 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 4.01. Changes in Registrant’s Certifying Accountant.
Previous independent registered public accounting firm
On April 10,2015, DiMi Telematics International,
Inc (the “Company”) was notified by L.L. Bradford & Company, LLC (“Bradford”) that the
firm resigned as the Company’s independent registered public accounting firm. Except as noted in the paragraph immediately
below, the reports of Bradford on the Company’s financial statements for the years ended August 31, 2014 and August 31, 2013,
and for the period then ended did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified
or modified as to uncertainty, audit scope, or accounting principle.
The reports of Bradford on the Company’s
financial statements as of and for the years ended August 31, 2014 and August 31, 2013 contained the explanatory paragraphs which
noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has reported
a net loss of for the year ended August 31, 2014 and had an accumulated deficit as of August 31, 2014.
During the years ended August 31, 2014
and 2013 and through April 10, 2015, the Company has not had any disagreements with Bradford on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Bradford’s
satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for
such periods.
During the years ended August 31, 2014
and 2013, and through April 10, 2015, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Bradford with a
copy of this disclosure set forth under this Item 4.01 and requested that Bradford furnish a letter addressed to the Securities
& Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Bradford is attached
hereto as Exhibit 16.1, and is incorporated by reference.
New independent registered public
accounting firm
On April 10, 2015 (the “Engagement
Date”), the Company engaged RBSM LLP (“RBSM”) as its independent registered public accounting firm
for the Company’s fiscal year ended August 31, 2015. The decision to engage RBSM as the Company’s independent registered
public accounting firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years
and through the Engagement Date, the Company has not consulted with RBSM regarding either:
1. the application of accounting
principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that
RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or
2. any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto)
or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit No. | | Description of Exhibit |
| | |
16.1 | | Letter from L.L. Bradford & Company, LLC
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
DiMi Telematics International, Inc. |
|
|
Date: April 14, 2015 |
By: |
/s/ Barry Tenzer |
|
|
Barry Tenzer, President and Chief Executive Officer |
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|
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Exhibit 16.1
L.L. BRADFORD & COMPANY, LLC
Las Vegas, Nevada
April 10, 2015
Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of DiMi Telematics International,
Inc. (the “Company”) Form 8-K dated April 10, 2015, and are in agreement with the statements relating only to L.L.
Bradford & Company, LLC contained therein. During the years ended August 31, 2014 and 2013 and through April 10, 2015, the
Company has not had any disagreements with Bradford on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to Bradford's satisfaction, would have caused them to make
reference thereto in their reports on the Company's financial statements for such periods. We have no basis to agree or disagree
with other statements of the Company contained therein.
Very truly yours,
![Dustin-LLB-Signature-Big](image_001.jpg)
L.L.
BRADFORD & COMPANY, llc
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