Statement of Beneficial Ownership (sc 13d)
January 26 2017 - 12:43PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
DIMI TELEMATICS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
23331R 300
(CUSIP Number)
Roberto
Fata
290
Lenox Avenue
New
York, NY 10027
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 26, 2017
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Roberto Fata
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
|
410,000
|
8
|
SHARED
VOTING POWER:
|
0
|
9
|
SOLE
DISPOSITIVE POWER:
|
410,000
|
10
|
SHARED
DISPOSITIVE POWER:
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,000
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.03%
(based on 2,922,712 shares of common stock outstanding as of
December 16, 2016
)
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
IN
|
Item 1.
|
Security
and
Issuer
|
The
title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share, of DiMi Telematics
International, Inc., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer
is 290 Lenox Avenue, New York, NY 10027.
Item 2.
|
Identity
and
Background
|
(a)
This statement is filed on behalf of Roberto Fata (the “Reporting Person”).
(b)
The Reporting Person’s business address is 290 Lenox Avenue, New York, NY 10027.
(c)
The principal occupation of the Reporting Person is that of Executive Vice President –
Business Development of the Issuer. The Reporting Person also serves as a member of the Board of Directors of the Issuer.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
The Reporting Person is a citizen of the United State.
Item 3.
|
Source
and
Amount of Funds or Other Considerations
|
On
July 8, 2015, the Reporting Person received 250,000 shares of the Issuer’s common stock as compensation for services rendered
pursuant to a consulting agreement entered into by and between the Issuer and the Reporting Person.
Item 4.
|
Purpose
of
Transaction
|
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. Except
as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions
required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any
time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of
such matters, but has no present intention of doing so. The Reporting Person has, and by nature of his affiliation may be deemed
to have, in the capacity of a director of the Issuer, from time to time reviewed acquisition opportunities and opportunities
for the Issuer to undertake fundamental changes in the business conducted or manner of undertaking the current business. Changes
in the business, acquisitions or dispositions are the kind of prospective events which could result in changes or volatility in
the Issuer's stock price or trading volume that could result in a corresponding decision by the Reporting Person to exit, or materially
increase or decrease, the Reporting Person’s holdings. Such changes could also give rise to adoption of a trading plan under
Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or influence the Reporting Person to support a proposal submitted
for stockholder approval, in particular, if the Reporting Person has an economic interest in such approval, directly or indirectly,
for example through ownership interest in the business, acquisition or disposition under consideration. The Issuer’s Board
of Directors has been presented with proposals and proposed term sheets and has undertaken due diligence with respect to various
potential acquisitions that, if approved, could lead to an acquisition and adoption of a plan or proposal involving the Reporting
Person at any time. Any such event or the adoption of any plan or proposal involving the Reporting Person and the Issuer could
be undertaken via a merger, reorganization or liquidation, could result in a sale or transfer of a material amount of assets of
the Issuer, could result in a change of the present Board of Directors or management of the Issuer, could result in a change in
present capitalization or dividend policy of the Issuer or other similar event or result. The Reporting Person may, at any time,
review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters,
but except as described herein, they have no present intention of doing so.
Item 5.
|
Interest
in
Securities of the Issuer
|
(a)
|
The
Reporting Person beneficially owns 410,000 shares of common stock, or an aggregate of
14.03% of the Issuer’s common stock.
|
|
|
(b)
|
The
Reporting Peson may be deemed to hold sole voting and dispositive power over 410,000 shares of common stock of the Issuer
and shares voting and dispositive power over 0 shares of common stock.
|
|
|
(c)
|
No
transactions in the class of securities reported on were effected during the past 60 days by the Reporting Person.
|
|
|
(d)
|
To
the best knowledge of the Reporting Person, except as set forth in this Schedule 13D, no person other than the Reporting Person
has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 410,000
shares of common stock reported in Item 5(a).
|
|
|
(e)
|
Not
applicable.
|
Item 6.
|
Contracts,
Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
|
Other
than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to the shares.
Item 7.
|
Material
to
Be Filed as Exhibits
|
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
January 26, 2017
|
/s/
Roberto Fata
|
|
Roberto
Fata
|
5
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