UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30,
2015
Commission file number: 000-52759
DIMI TELEMATICS INTERNATIONAL, INC.
(Name of registrant as specified
in its charter)
Nevada |
20-4743354 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
290 Lenox Avenue, New York, NY 10027 |
(Address of principal executive offices)(Zip Code) |
(855) 633 - 3738
(Registrant’s telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yesx Noo
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes o No
x
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o
(Do not check if smaller reporting company)
|
Smaller reporting company x |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes o No
x
As of January 29, 2016, there were
2,923,907 shares of common stock outstanding.
TABLE
OF CONTENTS
|
|
|
|
Page
No. |
PART
I - FINANCIAL INFORMATION |
Item
1. |
|
Financial
Statements. |
|
3 |
Item
2. |
|
Management’s
Discussion and Analysis of Financial Condition and Plan of Operations. |
|
13 |
Item
3. |
|
Quantitative
and Qualitative Disclosures About Market Risk. |
|
17 |
Item
4 |
|
Controls
and Procedures. |
|
17 |
PART
II - OTHER INFORMATION |
|
Item
1. |
|
Legal
Proceedings. |
|
18 |
Item
1A. |
|
Risk
Factors. |
|
18 |
Item
2. |
|
Unregistered
Sales of Equity Securities and Use of Proceeds. |
|
18 |
Item
3. |
|
Defaults
Upon Senior Securities. |
|
18 |
Item
4. |
|
Mine
Safety Disclosures |
|
18 |
Item
5. |
|
Other
Information. |
|
18 |
Item
6. |
|
Exhibits. |
|
18 |
PART I - FINANCIAL INFORMATION
These unaudited condensed
consolidated financial statements have been prepared by the registrant, pursuant to the rules and regulations of the
Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements and the notes
attached hereto should be read in conjunction with the financial statements and notes included in the registrant’s Form
10-K for its fiscal year ended August 31, 2015 as filed with the SEC on December 30, 2015. In the opinion of the registrant,
all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as
of November 30, 2015 and August 31, 2015 and the results of its operations and cash flows for the periods ended November 30,
2015 and 2014 have been included in the financial statements. The results of operations for the interim period are not
necessarily indicative of the results for the full year.
ITEM
1. FINANCIAL STATEMENTS
Dimi
Telematics International, Inc.
Condensed
Consolidated Balance Sheets
| |
November
30 | |
August
31, |
| |
2015 | |
2015 |
Assets | |
(unaudited) | |
|
Current
assets | |
| | | |
| | |
Cash | |
$ | 124,762 | | |
$ | 185,869 | |
Prepaid
expenses-stock based | |
| 15,750 | | |
| 21,000 | |
Prepaid
expense | |
| 2,000 | | |
| – | |
Total
current assets | |
| 142,512 | | |
| 206,869 | |
| |
| | | |
| | |
Prepaid
expense-stock based | |
| 74,375 | | |
| 74,375 | |
Intellectual
property, net of amortization of $778 and $745, respectively | |
| 1,412 | | |
| 1,445 | |
Total
assets | |
$ | 218,299 | | |
$ | 282,689 | |
| |
| | | |
| | |
Liabilities
and Stockholders' Equity | |
| | | |
| | |
Current
liabilities | |
| | | |
| | |
Accounts
payable and accrued liabilities | |
$ | 48,216 | | |
$ | 31,514 | |
Total
current liabilities | |
| 48,216 | | |
| 31,514 | |
| |
| | | |
| | |
Stockholders'
Equity | |
| | | |
| | |
Series
A Convertible Preferred Stock, $0.001 par value, 50,000,000 | |
| | | |
| | |
authorized
shares; no shares issued and outstanding as of | |
| | | |
| | |
November
30, 2015 and August 31, 2015, respectively | |
| – | | |
| – | |
Common
stock, $0.001 par value: 800,000,000 authorized; | |
| | | |
| | |
2,923,907
and 2,422,712 shares issued and outstanding as of | |
| | | |
| | |
November
30, 2015 and August 31, 2015, respectively | |
| 2,923 | | |
| 2,423 | |
Common
stock payable | |
| – | | |
| 210,000 | |
Additional
paid in capital | |
| 2,310,876 | | |
| 2,101,376 | |
Accumulated
deficit | |
| (2,143,716 | ) | |
| (2,062,624 | ) |
Total
stockholders' equity | |
| 170,083 | | |
| 251,175 | |
Total
liabilities and stockholders' equity | |
$ | 218,299 | | |
$ | 282,689 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Dimi
Telematics International, Inc.
Condensed
Consolidated Statements of Operations
(unaudited)
| |
For
the three months ended |
| |
November
30, | |
November
30, |
| |
2015 | |
2014 |
Operating
expenses: | |
| | | |
| | |
Selling,
general and administrative expenses | |
$ | 6,866 | | |
$ | 1,491 | |
Payroll
expense | |
| 22,717 | | |
| 13,168 | |
Professional
fees | |
| 39,692 | | |
| 23,738 | |
Consulting | |
| 11,784 | | |
| 13,355 | |
Amortization
expense | |
| 33 | | |
| 950 | |
Total
operating expenses | |
| 81,092 | | |
| 52,702 | |
| |
| | | |
| | |
Loss
from operations | |
| (81,092 | ) | |
| (52,702 | ) |
| |
| | | |
| | |
Loss
before income tax | |
| (81,092 | ) | |
| (52,702 | ) |
Provision
for income tax | |
| – | | |
| – | |
Net
Loss | |
$ | (81,092 | ) | |
$ | (52,702 | ) |
| |
| | | |
| | |
Net
loss per share: basic and diluted | |
$ | (0.03 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
Weighted
average shares outstanding basic
and diluted | |
| 2,596,129 | | |
| 2,422,712 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Dimi
Telematics International, Inc.
Condensed
Consolidated Statements of Cash Flows
(unaudited)
| |
For
the three months ended |
| |
November
30, | |
November
30, |
| |
2015 | |
2014 |
Cash
flows from operating activities | |
| | | |
| | |
Net
loss | |
$ | (81,092 | ) | |
$ | (52,702 | ) |
Adjustments
to reconcile net loss to net | |
| | | |
| | |
cash
used in operating activities | |
| | | |
| | |
Amortization
expense | |
| 33 | | |
| 950 | |
Stock
based compensation | |
| 5,250 | | |
| – | |
Changes
in operating assets and liabilities | |
| | | |
| | |
Accounts
payable | |
| 16,702 | | |
| – | |
Prepaid
expense | |
| (2,000 | ) | |
| – | |
Net
Cash used in operating activities | |
| (61,107 | ) | |
| (51,752 | ) |
| |
| | | |
| | |
Net decrease in cash
and cash equivalents | |
| (61,107 | ) | |
| (51,752 | ) |
Cash
and cash equivalents at beginning of period | |
| 185,869 | | |
| 437,772 | |
Cash
and cash equivalents at end of period | |
$ | 124,762 | | |
$ | 386,020 | |
| |
| | | |
| | |
Supplemental
disclosure of cash flow information | |
| | | |
| | |
Cash
paid during period for | |
| | | |
| | |
Cash
paid for interest | |
$ | – | | |
$ | – | |
Cash
paid for income taxes | |
$ | – | | |
$ | – | |
Common
stock exchanged | |
| | | |
| | |
for
1,000 shares of preferred stock | |
$ | – | | |
$ | 1,000 | |
Common
stock payable being issued | |
$ | 210,000 | | |
$ | – | |
The
accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
DiMi Telematics International, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND NATURE OF BUSINESS
OPERATIONS
Basis of Presentation
The accompanying unaudited consolidated financial
statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”),
have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These
unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the
fiscal year ended August 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all
adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company
as of November 30, 2015, and the results of operations and cash flows for the three months ended November 30, 2015 and 2014. The
results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results that may be expected
for the entire fiscal year.
Name |
|
Title(s) |
Barry Tenzer |
|
President, Chief Executive Officer, Chief Financial Officer, Secretary and Director |
Roberto Fata |
|
Executive Vice President – Business Development and Director |
The Company accounted for the acquisition under
the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination
effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity.
In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest.
Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that
generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based
on a review of these factors, the acquisition was accounted for as a reverse acquisition, i.e., the Company was considered the
acquired company and DTI was considered the acquiring company for accounting purposes. As a result, the Company’s assets
and liabilities were incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the
Company’s operating results do not include the Company’s results prior to the date of closing. Accordingly the accompanying
financial statements are the financial statements of the DTI. In addition, the Company’s fiscal year end changed to DTI’s
fiscal year end of August 31 following the closing.
The Company has retroactively reflected the
acquisition in DTI’s common stock in a ratio consistent with the Share Exchange.
On March 15, 2012, First Quantum changed its
name to DiMi Telematics International, Inc.
Nature of Business Operations
DTI is a development stage company formed on
January 28, 2011 as Medepet Inc., a Nevada corporation. During the first year of operations DTI redefined its business
purpose and operation. On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8. On July
28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi
Telematics Inc.
On July 28, 2011, DTI entered into an asset
purchase agreement for the purchase of intellectual property.
DTI designs, develops and distributes Machine-to-Machine
(“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets
in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service
offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order
to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective
networked control systems, sensors and devices.
DTI is focused on the M2M market segments in
which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material
cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of
our corporate, financial and legal affairs by the executive management team, our operating activities are centralized in three
core areas:
• |
Sales and Marketing, which will employ both direct and indirect sales models utilizing an in-house business development team, partners and resellers and self-service through a service on-demand web interface. |
• |
Operations, which will be responsible for managing daily activities related to monitoring and administering our cloud-based server operations; 24/7 client service/help desk; professional services and installation support; and quality assurance and testing of our DiMi software and hosting platform, as well as the implementation and ongoing administration of our hosted clients’ M2M communications platforms. |
• |
Product Development, which will be charged with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications on a timely basis. |
Going Concern
The accompanying financial statements have
been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $81,092
for the three months ended November 30, 2015 and had an accumulated deficit of $2,143,716 as of November 30, 2015. The
Company has net working capital of $94,296 as of November 30, 2015.
DTI’s flagship M2M solution is “DiMi,”
a proprietary, patent-pending, business intelligence and two-way communications platform that captures and seamlessly integrates
real-time data from networked tracking, monitoring, alarm and alert systems, sensors and devices; and, in turn, centralizes this
data onto an online command and control dashboard that is accessible 24/7 by a designated user or community of designated users
through the secure DiMi Internet portal, found at www.dimispeaks.com.
With adoption of the DiMi M2M communications
platform, users can remotely control, monitor, manage and acquire data from their operational assets, providing the interface
for lighting, temperature, humidity, keycard access, fleet management and many other vital systems that impact the enterprise. DiMi
uses established secure technology standards (i.e. LONet, MODbus, BACnet and ELK) combined with a unique, proprietary software
interface that keeps users connected to their asset management and control systems through any web-enabled computer or mobile device.
By providing dynamic, real-time access to critical
information from a wide array of new or legacy sensors, GPS tracking tools and/or diagnostic devices – irrespective of their
make, model or manufacturer, DiMi alerts or reports back to its users via familiar communication tools, like IM, email,
HTML and text messaging. Users can even issue global commands to its asset management and control systems through the
DiMi software interface. Moreover, DiMi leverages the collected knowledge of a particular asset or assets
and compares it to historical performance metrics and other critical benchmarks through an integrated data management module, giving
users insight that allows them to rapidly identify and implement proper preventive maintenance measures, efficiency improvements
and other key operational activities.
DTI’s DiMi solution is currently
being used to actively monitor property management systems in several high-rise commercial and residential buildings in New York
City;all beta sites which have served to successfully prove the DiMi technology and M2M communications platform. Moving
forward, DTI intends to concentrate its DiMi commercialization efforts on marketing the solution to property management
companies, commercial property developers, government/military installations, industrial facilities, retail and restaurant chains,
colleges and universities, fleet managers and any business or institutional concern with valuable fixed and mobile assets requiring
remote surveillance, regular maintenance or general oversight.
Once a new client’s core M2M business
needs have been confirmed, DTI will closely collaborate with the client to design the organizational and process modifications
required to ensure a successful DiMi launch, offering full service project definition, management, user interface customization,
implementation services and ongoing quality assurance and testing.
Cash and Cash Equivalents
For purposes of these financial statements,
cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months.
Concentrations of Credit Risk
Financial instruments and related items, which
potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places
its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the
FDIC insurance of $250,000.
Income Taxes
The Company accounts for income taxes under
the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities
are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company records net deferred tax assets
to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company
considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected
future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred
tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize
deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation
allowance which would reduce the provision for income taxes.
The Company follows the accounting guidance
which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position
will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical
merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially
and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
iPhone Application
The iPhone application is stated at cost. When
retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts
and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed
in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3)
years.
DiMi Platform
When retired or otherwise disposed of, the
related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount
realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions
and renewals are capitalized and depreciated over their estimated useful life, or five (5) years. The impairment was due to the
DiMi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the Company recognized
full impairment of the DiMi Platform and expensed $334,685 as a loss from impairment.
Intellectual Property
Our M2M communications solutions rely on and
benefit from our portfolio of intellectual property, including pending patents, trademarks, trade secrets and domain names.
Intellectual property is stated at cost. When
retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts
and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed
in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3)
to fifteen (15) years.
Revenue Recognition
The Company recognizes revenue on four basic
criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria
(3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and
the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
Stock Based Compensation
The Company accounts for all compensation related
to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on
the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes
pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for
compensation is valued using the market price of the stock on the date of the related agreement.
Fair Value Measurements
The Company measures and discloses the fair
value of assets and liabilities required to be carried at fair value in accordance with ASC 820, “Fair Value Measurements
and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value,
and enhances fair value measurement disclosure.
The Company believes the carrying amounts of
cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities are a reasonable approximation of the fair value
of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.
Recent Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Presentation
of Financial Statements—Going Concern. The provisions of ASU No. 2014-15 require management to assess an entity’s
ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing
standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every
reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s
plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s
plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment
for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in
this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.
The Company is currently assessing the impact of this ASU on the Company’s financial statements.
Net Loss per Share
Basic loss per share amounts is computed
based on net loss divided by the weighted average number of common shares outstanding. There were no outstanding warrants as
of November 30, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive
securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is
computed by application of the treasury stock method and the effect of convertible securities by the “if
converted” method.
Management Estimates
The presentation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
2. INTELLECTUAL PROPERTY
Intellectual property of the following:
| |
November 30, 2015 |
| |
|
August 31,
2015 |
|
Intellectual property | |
$ | 2,190 | | |
$ | 2,190 | |
Less: amortization | |
| 778 | | |
| 745 | |
Net intellectual property | |
$ | 1,412 | | |
$ | 1,445 | |
DTI executed an Asset Purchase Agreement on
August 28, 2011 which included various types of intellectual property. Amortization expense for the three months ended
November 30, 2015 and 2014 amounted to $33 and $950, respectively.
3. IPHONE APPLICATION
The Company’s purchase of an iPhone application was completed
in September 2012. The total cost of the application is $11,000 and is being amortized over a three year period.
| |
| November 30, 2015 | | |
| August 31, 2015 | |
Intellectual property | |
$ | 11,000 | | |
$ | 11,000 | |
Less: amortization | |
| 11,000 | | |
| 11,000 | |
Net intellectual property | |
| $ | | |
$ | – | |
Amortization expense for the iPhone application
for the three months ended November 30, 2015 and 2014 amounted to $0 and $917, respectively. As of August 31, 2015, the iPhone
application is fully amortized.
4. DiMi PLATFORM
The Company has contracted for the development
of software to develop and distribute Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor,
manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device.
Completion of the software is anticipated to be implemented by the second quarter 2016. The Company has recognized a
loss on impairment in the amount of $334,685 as of August 31, 2015. The impairment was due to the DiMi platform and the complications
with finding suitable properties for beta testing
5. EQUITY
Common Stock
The Company was formed in the state of Nevada
on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001,
and 50,000,000 shares of preferred stock with a par value of $0.001.
On October 1, 2015, the Board of Directors
approved an amendment of the Company’s Articles of Incorporation to effect a 1 for 3 reverse stock split of the Company’s
outstanding common stock. The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three
(3) shares of common stock issued and outstanding prior to the reverse split have been converted into one (1) share of common stock.
The effect of the reverse stock split has been applied retroactively throughout this document.
On, July 8, 2015, the Company authorized the
issuance of 250,000 shares of common stock for consulting fees in the aggregate amount of $105,000. The shares were issued on October
30, 2015.
On, July 8, 2015, the Company authorized the
issuance of 250,000 shares of common stock for stock based compensation in the aggregate amount of $105,000. The shares were issued
on October 30, 2015.
6. RELATED PARTY TRANSACTIONS
We currently lease approximately 500 square
feet of general office space at 290 Lenox Avenue, New York, NY 10027 from our Vice President of Operations.
7. COMMITMENTS AND CONTINGENCIES
As of November 30, 2015 there are no continuing
commitments and contingencies.
8. SUBSEQUENT EVENTS
On October 1, 2015, the Board of Directors
and a majority of the shareholders of DiMi Telematics International, Inc. (the “Company”) approved an amendment of
the Company’s Articles of Incorporation to effect a 1 for 3 reverse stock split of the Company’s outstanding common
stock (the “Reverse Split”). The Reverse Split became effective on the OTC Pink tier (the “OTC Pink”) operated
by the OTC Markets Group, Inc. on December 1, 2015, having been approved by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
on November 30, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the
Reverse Split have been converted into one (1) share of common stock, with all fractional shares rounded up to the nearest whole
number thereof and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for,
shares of common stock have been adjusted accordingly. The effect of the reverse stock split has been applied retroactively throughout
this document.
ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.
Forward-looking Statements
We and our representatives may, from time to
time, make written or oral statements that are “forward-looking,” including statements contained in this quarterly
report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations,
estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute
forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “estimate,” “project,” “forecast,”
“may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested
by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after
the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements
are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:
• | | Inadequate capital and barriers to raising the additional capital or to obtaining
the financing needed to implement our business plans; |
• | | Our failure to earn revenues or profits; |
• | | Inadequate capital to continue business; |
• | | Volatility or decline of our stock price; |
• | | Potential fluctuation in quarterly results; |
• | | Rapid and significant changes in markets; |
• | | Litigation with or legal claims and allegations by outside parties; and |
• | | Insufficient revenues to cover operating costs. |
The following discussion should be read in
conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains
forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from
those anticipated in any forward-looking statements included in this discussion as a result of various factors.
Overview
Cine-Source Entertainment, Inc. (the “Old
Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004,
the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old
Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation. A previous
controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April
26, 2004, the Surviving Corporation effected a 1-for-200 reverse stock split. On April 27, 2004 the name of the Surviving Corporation
was changed to First Quantum Ventures, Inc. On April 13, 2006 the Surviving Corporation formed a wholly owned subsidiary, a Nevada
corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving Corporation with and into such subsidiary,
referred to herein as DTII.
As disclosed on a Current Report on Form 8-K
filed with the SEC on November 16, 2011, on October 28, 2011, we entered into a Share Exchange Agreement (the “Exchange Agreement”)
with Andrew Godfrey, our then Chief Executive Officer, DTI and the holders of all of the issued and outstanding capital stock of
DTI (the “DiMi Stockholders”). Pursuant to the Exchange Agreement, we exchanged 9,716,667 shares of our common stock
(the “First Quantum Shares”) for 100% of the issued and outstanding shares of DTI (the “DiMi Shares”).
The exchange of the DiMi Shares for the First Quantum Shares is hereinafter referred to as the “Share Exchange.” The
First Quantum Shares issued in the Share Exchange represented 85.8% of our issued and outstanding common stock immediately following
the Share Exchange. As a result of the Share Exchange, DTI became a wholly-owned subsidiary of DTII. In connection with the Share
Exchange, (a) 1,666,667 shares of our issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation
and (b) our officers and directors resigned and the following individuals assumed their duties as officers and directors:
Name |
|
Title(s) |
Barry Tenzer |
|
President, Chief Executive Officer, Chief Financial Officer, Secretary and Director |
Roberto Fata |
|
Executive Vice President – Business Development and Director |
The Share Exchange qualified as a transaction
exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”), and
under the applicable securities laws of each jurisdiction where any of the stockholders reside.
On March 15, 2012, the Company changed its
name to DiMi Telematics, International, Inc.
On April 16, 2012, the Company issued a 1 for
1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common stock. On
May 16, 2012 the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional 71,286,155 shares
were issued. The dividends include outstanding warrants. The Company has reflected the dividends as splits, which have
been retroactively reflected in the financial statements.
The Company designs, develops and distributes
Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile
and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software
and hosted service offerings, the Company is endeavoring to capitalize on the pervasiveness and data transport capabilities of
wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers
and their respective networked control systems, sensors and devices.
The Company is focused on the M2M market segments
in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material
cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate,
financial and legal affairs by the executive management team, our Company’s operating activities are centralized in three
core areas:
Sales and Marketing will employ both
direct and indirect sales models utilizing an in-house business development team, partners and resellers and self-service through
a service on-demand web interface.
Operations will be responsible for managing
daily activities related to monitoring and administering our cloud-based server operations, 24/7 client service/help desk, professional
services and installation support and quality assurance and testing of our DiMi software and hosting platform, as well as
the implementation and ongoing administration of our hosted clients’ M2M communications platforms.
Product Development will be charged
with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications
on a timely basis. We anticipate that the creative formulation of enhancements and new product conceptualization will be performed
in-house by our officers and directors. Thereafter, we intend to outsource software enhancement and product development to outside
third parties.
Plan of Operations
Product Development Plan
Product development will be charged with enhancing
our existing M2M software applications and services and introducing new and complementary hosted products and applications on a
timely basis.
The primary building blocks of M2M technology
on which the Company has focused its development activities have been and will remain:
|
● |
Building an expert knowledge base of existing and emerging electronics/technologies that enable geo-location, remote monitoring and control, auto-diagnostics and object identification; |
|
● |
Engagement of a cloud computing platform that enables ubiquitous, scalable and on-demand network access; |
|
● |
Development of proprietary software that controls two-way communication events, acts on predefined rules and delivers users a customized web interface that is accessible 24/7 from any web-enabled computer or device anywhere on Earth; and |
|
● |
Information systems that enable users to process management solutions that allow for exploiting the information gathered for intelligent decision-making purposes and enhanced situational awareness. |
The Company’s proprietary M2M solutions
utilize a cloud-based, two-way communications delivery platform, marketed as “DiMi.” Leveraging the power, scalability
and flexible turnkey advantages of DiMi’s patent-pending software and hosting platform, users are able to remotely
track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer
or mobile device while located anywhere in the world.
DiMi features a robust, customized interface
that gives its users secure command and control functionality of multiple remote, connected sensors, alarms and diagnostic devices.
Moreover, the intuitive DiMi framework readily adapts to and integrates both new and legacy monitoring/sensing equipment
– irrespective of make, model or manufacturer – providing for simplified, economical M2M deployments.
DiMi is delivered as a monthly, hosted
service that puts critical information into the palm of its user’s hands with no major hardware investments. Our hosting
platform can be tailored for each customer to create secure and reliable end-to-end connectivity between their specific remote
connected equipment and DiMi’s proprietary web interface.
The Company will commence beta testing of the
newest version of DiMi in anticipation of the initial commercial roll-out of version 4.0, which the Company anticipates
will occur in the second quarter of fiscal year 2016. Pursuant to an agreement dated September 18, 2014, we agreed to pay our outsource
software developer, Creative Media Farm SL, an aggregate sum of $250,000 for the development of DiMi 4.0. On August 5, 2013,
we agreed to extend and amend our agreement with our outsource software developer to: (i) continue to develop drivers and improvements
to the DiMi version 4.0 platform, the work for which was initially anticipated to be complete by January, 2014 but is now
anticipated to be complete by March, 2016 and (ii) begin work on smartphone apps to allow version 4.0 to be fully accessible from
smartphones, the work for which was completed and delivered to us on February 10, 2014. The extended agreement requires us to pay
our outsource software developer: (i) $14,400 per month for a total of six months in order to complete the development of the drivers
and improvements to the DiMi version 4.0 platform and (ii) a total of $13,800 for the development of smartphone apps to
work in conjunction with DiMi version 4.0. The services were complete and payments for the extensions were paid between
August 2013 and April 2014.
Marketing Plan
Strategically, the Company is focused on the
M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity
gains, material cost reductions and quantifiable risk mitigation across an enterprise.
We have also taken, and will continue to take,
the necessary steps to secure the proprietary aspects of our applications through patent filings in the U.S. and in key international
markets. Moreover, we intend to remain focused on proactively developing best-of-breed Internet-enabled M2M solutions that will
effectively meet the evolving needs of our primary target market, namely web-based remote asset tracking, management and control
with applications in the commercial, industrial, educational, government and military sectors.
As soon as practicable, the Company intends
to concentrate its DiMi commercialization efforts on marketing the solution to property management companies, commercial
property developers, government/military installations, industrial facilities, retail and restaurant chains, colleges and universities,
fleet managers, and any business or institutional concern with valuable fixed and mobile assets requiring remote surveillance,
regular maintenance or general oversight.
In order to achieve accelerated market penetration
and sustainable, recurring revenue from a global customer base, the Company expects to ultimately adopt a hybrid sales and marketing
model involving direct sales (solutions team), channel sales (via leading Value-Added Resellers (VARs) and distributors dedicated
to niche market applications that DiMi is capable of addressing in target domestic and international markets) and strategic
marketing and integration collaborations with industry leading system integrators, original equipment manufacturers (“OEMs”)
and large cellular carriers and dealers.
Employees
As of November 30, 2015, the Company employed
no full or part time employees other than its Chief Executive Officer.
RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED NOVEMBER 30, 2015 AND 2014.
Selling, General and Administrative Expenses
Selling, general and administrative expenses
for the three months ended November 30, 2015 and 2014 totaled $6,866 and $1,491, respectively. Payroll expense amounted to $22,717
and $13,168 for the three months ended November 30, 2015 and 2014, respectively. Consulting expense amounted to $11,784 and $13,355
for the three months ended November 30, 2015 and 2014, respectively. Professional fees amount to $39,692 and $23,738 for the three
months ended November 30, 2015 and 2014, respectively.
Amortization Expense
Amortization expense for the three months ended
November 30, 2015 and 2014 totaled $33 and $950, respectively. Amortization expense consists of expensing intellectual property
and the iPhone application.
Net Loss
For the reasons stated above, our net loss
for the three months ended November 30, 2015 totaled $81,092 or $0.03 per share, an increase of $28,390 or approximately 54% compared
to our net loss of $52,702 for the three months ended November 30, 2014. The majority of the additional loss is due to increase
in payroll expense and professional fees.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2015, we had cash and cash
equivalents of $124,762. Net cash used in operating activities for the three months ended November 30, 2015 was approximately $61,107.
Our current liabilities as of November 30, 2015 totaled $48,216 consisting of accounts payable and accrued liabilities. We have
net working capital of $94,296 as of November 30, 2015.
The accompanying financial statements have
been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $81,092 for
the three months ended November 30, 2015 and had an accumulated deficit of $2,143,716 as of November 30, 2015.
We have not generated positive cash flows from
operating activities. The primary source of capital has been from the sale of equity securities. Our primary use of capital has
been for professional fees and general and administrative costs. Our working capital requirements are expected to increase in line
with the growth of our business.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this
report, management of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). The Company’s disclosure controls and procedures
are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in
the Commission's rules and forms and accumulated and communicated to management, including our chief executive officer and
chief financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, it has been concluded
that the design and operation of our disclosure controls and procedures are not effective due to the following material weaknesses:
· |
Since inception our chief executive officer also functions as our chief financial officer. As a result, our officers may not be able to identify errors and irregularities in the financial statements and reports. |
· |
We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. |
· |
Documentation of all proper accounting procedures is not yet complete. |
To the extent reasonably possible given our
limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:
· |
Increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures. |
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended
November 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending,
threatened or contemplated or any unsatisfied judgments against the Company.
ITEM 1A. RISK FACTORS
There
are no material changes from the risk factors previously disclosed in our annual report on Form 10-K filed with the SEC on December
30, 2015.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
No disclosure required.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit No. |
|
Description |
|
|
|
31.1 |
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
32.1 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
101.INS |
|
XBRL Instance Document* |
101.SCH |
|
XBRL Taxonomy Extension Schema Document* |
101.CAL |
|
XBRL Taxonomy Calculation Linkbase Document* |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document* |
101.LAB |
|
XBRL Taxonomy Label Linkbase Document* |
101.PRE |
|
XBRL Taxonomy Presentation Linkbase Document* |
* Filed herewith
** Furnished herewith
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
thereunto duly authorized.
|
DIMI TELEMATICS INTERNATIONAL, INC. |
|
|
|
January 29, 2016 |
By: |
s/ Barry Tenzer |
|
|
Barry Tenzer
President, CEO and CFO |
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer) |
|
|
|
|
|
|
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OR RULE 15d-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Barry Tenzer certify that:
1. I have reviewed this quarterly report
on Form 10-Q of DiMi Telematics International, Inc. for the quarter ended November 30, 2015, as filed with the Securities and Exchange
Commission on the date hereof;
2. Based on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying
officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: January 29, 2016 |
s/ Barry Tenzer |
|
Barry Tenzer
President, CEO and CFO
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. Sec.1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of
DiMi Telematics International, Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Barry Tenzer, the President,
Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
1. The Report on Form 10-Q fully complies
with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 29, 2016 |
s/ Barry Tenzer |
|
Barry Tenzer
President, CEO and CFO
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
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v3.3.1.900
Condensed Consolidated Balance Sheets - USD ($)
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Current assets |
|
|
Cash |
$ 124,762
|
$ 185,869
|
Prepaid expenses-stock based |
15,750
|
$ 21,000
|
Prepaid expense |
2,000
|
|
Total current assets |
142,512
|
$ 206,869
|
Prepaid expense-stock based |
74,375
|
74,375
|
Intellectual property, net of amortization of $778 and $745, respectively |
1,412
|
1,445
|
Total assets |
218,299
|
282,689
|
Current liabilities |
|
|
Accounts payable and accrued liabilities |
48,216
|
31,514
|
Total current liabilities |
$ 48,216
|
$ 31,514
|
Stockholders' Equity |
|
|
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of November 30, 2015 and August 31, 2015, respectively |
|
|
Common stock, $0.001 par value: 800,000,000 authorized; 2,923,907 and 2,422,712 shares issued and outstanding as of November 30, 2015 and August 31, 2015, respectively |
$ 2,923
|
$ 2,423
|
Common stock payable |
|
210,000
|
Additional paid in capital |
$ 2,310,876
|
2,101,376
|
Accumulated deficit |
(2,143,716)
|
(2,062,624)
|
Total stockholders' equity |
170,083
|
251,175
|
Total liabilities and stockholders' equity |
$ 218,299
|
$ 282,689
|
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v3.3.1.900
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Statement of Financial Position [Abstract] |
|
|
Amortization of intangible assets |
$ 778
|
$ 745
|
Series A convertible preferred stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Series A convertible preferred stock, shares authorized |
50,000,000
|
50,000,000
|
Series A convertible preferred stock, shares issued |
|
|
Series A convertible preferred stock, shares outstanding |
|
|
Common stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
800,000,000
|
800,000,000
|
Common stock, shares issued |
2,923,907
|
2,422,712
|
Common stock, shares outstanding |
2,923,907
|
2,422,712
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Operating expenses: |
|
|
Selling, general and administrative expenses |
$ 6,866
|
$ 1,491
|
Payroll expense |
22,717
|
13,168
|
Professional fees |
39,692
|
23,738
|
Consulting |
11,784
|
13,355
|
Amortization expense |
33
|
950
|
Total operating expenses |
81,092
|
52,702
|
Loss from operations |
(81,092)
|
(52,702)
|
Loss before income tax |
$ (81,092)
|
$ (52,702)
|
Provision for income tax |
|
|
Net Loss |
$ (81,092)
|
$ (52,702)
|
Net loss per share: basic and diluted |
$ (0.03)
|
$ (0.02)
|
Weighted average shares outstanding basic and diluted |
2,596,129
|
2,422,712
|
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v3.3.1.900
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
3 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Cash flows from operating activities |
|
|
Net loss |
$ (81,092)
|
$ (52,702)
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
Amortization expense |
33
|
$ 950
|
Stock based compensation |
5,250
|
|
Changes in operating assets and liabilities |
|
|
Accounts payable |
16,702
|
|
Prepaid expense |
(2,000)
|
|
Net Cash used in operating activities |
(61,107)
|
$ (51,752)
|
Net decrease in cash and cash equivalents |
(61,107)
|
(51,752)
|
Cash and cash equivalents at beginning of period |
185,869
|
437,772
|
Cash and cash equivalents at end of period |
$ 124,762
|
$ 386,020
|
Cash paid during period for |
|
|
Cash paid for interest |
|
|
Cash paid for income taxes |
|
|
Common stock exchanged for 1,000 shares of preferred stock |
|
$ 1,000
|
Common stock payable being issued |
$ 210,000
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v3.3.1.900
Basis of Presentation and Nature of Business Operations
|
3 Months Ended |
Nov. 30, 2015 |
Basis of Presentation and Nature of Business Operations [Abstract] |
|
BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS |
1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS Basis of Presentation The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended August 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of November 30, 2015, and the results of operations and cash flows for the three months ended November 30, 2015 and 2014. The results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. Name | | Title(s) | Barry Tenzer | | President, Chief Executive Officer, Chief Financial Officer, Secretary and Director | Roberto Fata | | Executive Vice President – Business Development and Director |
The Company accounted for the acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest. Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based on a review of these factors, the acquisition was accounted for as a reverse acquisition, i.e., the Company was considered the acquired company and DTI was considered the acquiring company for accounting purposes. As a result, the Company’s assets and liabilities were incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results do not include the Company’s results prior to the date of closing. Accordingly the accompanying financial statements are the financial statements of the DTI. In addition, the Company’s fiscal year end changed to DTI’s fiscal year end of August 31 following the closing. The Company has retroactively reflected the acquisition in DTI’s common stock in a ratio consistent with the Share Exchange. On March 15, 2012, First Quantum
changed its name to DiMi Telematics International, Inc. Nature of Business Operations DTI is a development stage company formed on January 28, 2011 as Medepet Inc., a Nevada corporation. During the first year of operations DTI redefined its business purpose and operation. On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8. On July 28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi Telematics Inc. On July 28, 2011, DTI entered into an asset purchase agreement for the purchase of intellectual property. DTI designs, develops and distributes Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices. DTI is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our operating activities are centralized in three core areas: • | Sales and Marketing, which will employ both direct and indirect sales models utilizing an in-house business development team, partners and resellers and self-service through a service on-demand web interface. |
• | Operations, which will be responsible for managing daily activities related to monitoring and administering our cloud-based server operations; 24/7 client service/help desk; professional services and installation support; and quality assurance and testing of our DiMi software and hosting platform, as well as the implementation and ongoing administration of our hosted clients’ M2M communications platforms. |
• | Product Development, which will be charged with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications on a timely basis. |
Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $81,092 for the three months ended November 30, 2015 and had an accumulated deficit of $2,143,716 as of November 30, 2015. The Company has net working capital of $94,296 as of November 30, 2015. DTI’s flagship M2M solution is “DiMi,” a proprietary, patent-pending, business intelligence and two-way communications platform that captures and seamlessly integrates real-time data from networked tracking, monitoring, alarm and alert systems, sensors and devices; and, in turn, centralizes this data onto an online command and control dashboard that is accessible 24/7 by a designated user or community of designated users through the secure DiMi Internet portal, found at www.dimispeaks.com. With adoption of the DiMi M2M communications platform, users can remotely control, monitor, manage and acquire data from their operational assets, providing the interface for lighting, temperature, humidity, keycard access, fleet management and many other vital systems that impact the enterprise. DiMi uses established secure technology standards (i.e. LONet, MODbus, BACnet and ELK) combined with a unique, proprietary software interface that keeps users connected to their asset management and control systems through any web-enabled computer or mobile device. By providing dynamic, real-time access to critical information from a wide array of new or legacy sensors, GPS tracking tools and/or diagnostic devices – irrespective of their make, model or manufacturer, DiMi alerts or reports back to its users via familiar communication tools, like IM, email, HTML and text messaging. Users can even issue global commands to its asset management and control systems through the DiMi software interface. Moreover, DiMi leverages the collected knowledge of a particular asset or assets and compares it to historical performance metrics and other critical benchmarks through an integrated data management module, giving users insight that allows them to rapidly identify and implement proper preventive maintenance measures, efficiency improvements and other key operational activities. DTI’s DiMi solution is currently being used to actively monitor property management systems in several high-rise commercial and residential buildings in New York City;all beta sites which have served to successfully prove the DiMi technology and M2M communications platform. Moving forward, DTI intends to concentrate its DiMi commercialization efforts on marketing the solution to property management companies, commercial property developers, government/military installations, industrial facilities, retail and restaurant chains, colleges and
universities, fleet managers and any business or institutional concern with valuable fixed and mobile assets requiring remote surveillance, regular maintenance or general oversight. Once a new client’s core M2M business needs have been confirmed, DTI will closely collaborate with the client to design the organizational and process modifications required to ensure a successful DiMi launch, offering full service project definition, management, user interface customization, implementation services and ongoing quality assurance and testing. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance of $250,000. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that
it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. iPhone Application The iPhone application is stated at cost. When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) years. DiMi Platform When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or five (5) years. The impairment was due to the DiMi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the Company recognized full impairment of the DiMi Platform and expensed $334,685 as a loss from impairment. Intellectual Property Our M2M communications solutions rely on and benefit from our portfolio of intellectual property, including pending patents, trademarks, trade secrets and domain names. Intellectual property is stated at cost. When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference
less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) to fifteen (15) years. Revenue Recognition The Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. The Company believes the carrying amounts of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved. Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s financial statements. Net Loss per Share Basic loss per share amounts is computed based on net loss divided by the weighted average number of common shares outstanding. There were no outstanding warrants as of November 30, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
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Intellectual Property
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3 Months Ended |
Nov. 30, 2015 |
Intellectual Property [Abstract] |
|
INTELLECTUAL PROPERTY |
2. INTELLECTUAL PROPERTY Intellectual property of the following: | | November 30, 2015 | | | | August 31, 2015 | | Intellectual property | | $ | 2,190 | | | $ | 2,190 | | Less: amortization | | | 778 | | | | 745 | | Net intellectual property | | $ | 1,412 | | | $ | 1,445 | |
DTI executed an Asset Purchase Agreement on August 28, 2011 which included various types of intellectual property. Amortization expense for the three months ended November 30, 2015 and 2014 amounted to $33 and $950, respectively.
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IPhone Application
|
3 Months Ended |
Nov. 30, 2015 |
IPhone Application [Abstract] |
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IPHONE APPLICATION |
3. IPHONE APPLICATION The Company’s purchase of an iPhone application was completed in September 2012. The total cost of the application is $11,000 and is being amortized over a three year period. | | | November 30, 2015 | | | | August 31, 2015 | | Intellectual property | | $ | 11,000 | | | $ | 11,000 | | Less: amortization | | | 11,000 | | | | 11,000 | | Net intellectual property | | | $ | | | $ | – | |
Amortization expense for the iPhone application for the three months ended November 30, 2015 and 2014 amounted to $0 and $917, respectively. As of August 31, 2015, the iPhone application is fully amortized.
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DiMi Platform
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3 Months Ended |
Nov. 30, 2015 |
Dimi Platform [Abstract] |
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DiMi PLATFORM |
4. DiMi PLATFORM The Company has contracted for the development of software to develop and distribute Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Completion of the software is anticipated to be implemented by the second quarter 2016. The Company has recognized a loss on impairment in the amount of $334,685 as of August 31, 2015. The impairment was due to the DiMi platform and the complications with finding suitable properties for beta testing
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Equity
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3 Months Ended |
Nov. 30, 2015 |
Equity [Abstract] |
|
EQUITY |
5. EQUITY Common Stock The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001. On October 1, 2015, the Board of Directors approved an amendment of the Company’s Articles of Incorporation to effect a 1 for 3 reverse stock split of the Company’s outstanding common stock. The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the reverse split have been converted into one (1) share of common stock. The effect of the reverse stock split has been applied retroactively throughout this document. On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for consulting fees in the aggregate amount of $105,000. The shares were issued on October 30, 2015. On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for stock based compensation in the aggregate amount of $105,000. The shares were issued on October 30, 2015.
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Subsequent Events
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3 Months Ended |
Nov. 30, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
8. SUBSEQUENT EVENTS On October 1, 2015, the Board of Directors and a majority of the shareholders of DiMi Telematics International, Inc. (the “Company”) approved an amendment of the Company’s Articles of Incorporation to effect a 1 for 3 reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on the OTC Pink tier (the “OTC Pink”) operated by the OTC Markets Group, Inc. on December 1, 2015, having been approved by the Financial Industry Regulatory Authority, Inc. (“FINRA”) on November 30, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock, with all fractional shares rounded up to the nearest whole number thereof and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been adjusted accordingly. The effect of the reverse stock split has been applied retroactively throughout this document.
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Basis of Presentation and Nature of Business Operations (Policies)
|
3 Months Ended |
Nov. 30, 2015 |
Basis of Presentation and Nature of Business Operations [Line Items] |
|
Basis of Presentation |
Basis of Presentation The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended August 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of November 30, 2015, and the results of operations and cash flows for the three months ended November 30, 2015 and 2014. The results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. Name | | Title(s) | Barry Tenzer | | President, Chief Executive Officer, Chief Financial Officer, Secretary and Director | Roberto Fata | | Executive Vice President – Business Development and Director |
The Company accounted for the acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest. Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based on a review of these factors, the acquisition was accounted for as a reverse acquisition, i.e., the Company was considered the acquired company and DTI was considered the acquiring company for accounting purposes. As a result, the Company’s assets and liabilities were incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results do not include the Company’s results prior to the date of closing. Accordingly the accompanying financial statements are the financial statements of the DTI. In addition, the Company’s fiscal year end changed to DTI’s fiscal year end of August 31 following the closing. The Company has retroactively reflected the acquisition in DTI’s common stock in a ratio consistent with the Share Exchange. On March 15, 2012, First Quantum changed its name to DiMi Telematics International, Inc.
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Nature of Business Operations |
Nature of Business Operations DTI is a development stage company formed on January 28, 2011 as Medepet Inc., a Nevada corporation. During the first year of operations DTI redefined its business purpose and operation. On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8. On July 28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi Telematics Inc. On July 28, 2011, DTI entered into an asset purchase agreement for the purchase of intellectual property. DTI designs, develops and distributes Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices. DTI is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our operating activities are centralized in three core areas: • | Sales and Marketing, which will employ both direct and indirect sales models utilizing an in-house business development team, partners and resellers and self-service through a service on-demand web interface. |
• | Operations, which will be responsible for managing daily activities related to monitoring and administering our cloud-based server operations; 24/7 client service/help desk; professional services and installation support; and quality assurance and testing of our DiMi software and hosting platform, as well as the implementation and ongoing administration of our hosted clients’ M2M communications platforms. |
• | Product Development, which will be charged with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications on a timely basis. |
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Going Concern |
Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $81,092 for the three months ended November 30, 2015 and had an accumulated deficit of $2,143,716 as of November 30, 2015. The Company has net working capital of $94,296 as of November 30, 2015. DTI’s flagship M2M solution is “DiMi,” a proprietary, patent-pending, business intelligence and two-way communications platform that captures and seamlessly integrates real-time data from networked tracking, monitoring, alarm and alert systems, sensors and devices; and, in turn, centralizes this data onto an online command and control dashboard that is accessible 24/7 by a designated user or community of designated users through the secure DiMi Internet portal, found at www.dimispeaks.com. With adoption of the DiMi M2M communications platform, users can remotely control, monitor, manage and acquire data from their operational assets, providing the interface for lighting, temperature, humidity, keycard access, fleet management and many other vital systems that impact the enterprise. DiMi uses established secure technology standards (i.e. LONet, MODbus, BACnet and ELK) combined with a unique, proprietary software interface that keeps users connected to their asset management and control systems through any web-enabled computer or mobile device. By providing dynamic, real-time access to critical information from a wide array of new or legacy sensors, GPS tracking tools and/or diagnostic devices – irrespective of their make, model or manufacturer, DiMi alerts or reports back to its users via familiar communication tools, like IM, email, HTML and text messaging. Users can even issue global commands to its asset management and control systems through the DiMi software interface. Moreover, DiMi leverages the collected knowledge of a particular asset or assets and compares it to historical performance metrics and other critical benchmarks through an integrated data management module, giving users insight that allows them to rapidly identify and implement proper preventive maintenance measures, efficiency improvements and other key operational activities. DTI’s DiMi solution is currently being used to actively monitor property management systems in several
high-rise commercial and residential buildings in New York City;all beta sites which have served to successfully prove the DiMi technology and M2M communications platform. Moving forward, DTI intends to concentrate its DiMi commercialization efforts on marketing the solution to property management companies, commercial property developers, government/military installations, industrial facilities, retail and restaurant chains, colleges and universities, fleet managers and any business or institutional concern with valuable fixed and mobile assets requiring remote surveillance, regular maintenance or general oversight. Once a new client’s core M2M business needs have been confirmed, DTI will closely collaborate with the client to design the organizational and process modifications required to ensure a successful DiMi launch, offering full service project definition, management, user interface customization, implementation services and ongoing quality assurance and testing.
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Cash and Cash Equivalents |
Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months.
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Concentrations of Credit Risk |
Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance of $250,000.
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Income Taxes |
Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
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Revenue Recognition |
Revenue Recognition The Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.
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Stock Based Compensation |
Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.
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Fair Value Measurements |
Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. The Company believes the carrying amounts of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s financial statements.
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Net Loss per Share |
Net Loss per Share Basic loss per share amounts is computed based on net loss divided by the weighted average number of common shares outstanding. There were no outstanding warrants as of November 30, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method.
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Management Estimates |
Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
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iPhone Applications [Member] |
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Basis of Presentation and Nature of Business Operations [Line Items] |
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Intangible Assets |
iPhone Application The iPhone application is stated at cost. When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) years.
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DiMi Platform [Member] |
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Basis of Presentation and Nature of Business Operations [Line Items] |
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Intangible Assets |
DiMi Platform When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or five (5) years. The impairment was due to the DiMi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the Company recognized full impairment of the DiMi Platform and expensed $334,685 as a loss from impairment.
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Intellectual Property [Member] |
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Basis of Presentation and Nature of Business Operations [Line Items] |
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Intangible Assets |
Intellectual Property Our M2M communications solutions rely on and benefit from our portfolio of intellectual property, including pending patents, trademarks, trade secrets and domain names. Intellectual property is stated at cost. When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) to fifteen (15) years.
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Basis of Presentation and Nature of Business Operations (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Aug. 31, 2015 |
Basis of Presentation and Nature of Business Operations (Textual) |
|
|
|
Net loss |
$ (81,092)
|
$ (52,702)
|
|
Accumulated deficit |
(2,143,716)
|
|
$ (2,062,624)
|
Net working capital |
94,296
|
|
|
FDIC insurance |
$ 250,000
|
|
|
iPhone Applications [Member] |
|
|
|
Basis of Presentation and Nature of Business Operations (Textual) |
|
|
|
Depreciated over their estimated useful lives |
3 years
|
|
|
DiMi Platform [Member] |
|
|
|
Basis of Presentation and Nature of Business Operations (Textual) |
|
|
|
Depreciated over their estimated useful lives |
5 years
|
|
|
Impairment loss |
|
|
$ 334,685
|
Intellectual Property [Member] | Minimum [Member] |
|
|
|
Basis of Presentation and Nature of Business Operations (Textual) |
|
|
|
Depreciated over their estimated useful lives |
3 years
|
|
|
Intellectual Property [Member] | Maximum [Member] |
|
|
|
Basis of Presentation and Nature of Business Operations (Textual) |
|
|
|
Depreciated over their estimated useful lives |
15 years
|
|
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Equity (Detail) - USD ($)
|
|
1 Months Ended |
3 Months Ended |
|
Jul. 08, 2015 |
Oct. 01, 2015 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Aug. 31, 2015 |
Equity (Textual) |
|
|
|
|
|
Common stock, shares authorized |
250,000
|
|
800,000,000
|
|
800,000,000
|
Common stock, par value |
|
|
$ 0.001
|
|
$ 0.001
|
Preferred Stock, shares authorized |
|
|
50,000,000
|
|
50,000,000
|
Preferred Stock, par value |
|
|
$ 0.001
|
|
$ 0.001
|
Reverse stock split |
|
1 for 3
|
|
|
|
Consulting fees |
$ 105,000
|
|
$ 11,784
|
$ 13,355
|
|
Share based compensation |
$ (105,000)
|
|
$ 5,250
|
|
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