Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Nov. 30, 2013 | Jan. 21, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'DiMi Telematics International, Inc. | ' |
Entity Central Index Key | '0001409197 | ' |
Trading Symbol | 'dimi | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity Well-Known Seasoned Issuer | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Nov-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Common Stock, Shares Outstanding | ' | 352,716,928 |
Consolidated_Balance_Sheet_Una
Consolidated Balance Sheet (Unaudited) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Current assets | ' | ' |
Cash | $739,140 | $437,970 |
Total current assets | 739,140 | 437,970 |
Total assets | 1,047,017 | 688,286 |
Liabilities and Stockholders' Equity | ' | ' |
Accounts payable and accrued liabilities | 11,735 | 17,000 |
Accounts payable - related party | 4,500 | 4,500 |
Short term loan | 450,000 | ' |
Total current liabilities | 466,235 | 21,500 |
Commitments and contingencies | ' | ' |
Stockholders' Equity | ' | ' |
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000 authorized shares; 1,000 shares issued and outstanding as of November 30, 2013 and August 31, 2013, respectively | 1 | 1 |
Common stock, $0.001 par value: 500,000,000 authorized; 352,716,928 shares issued and outstanding as of November 30, 2013 and August 31, 2013, respectively | 352,717 | 352,717 |
Additional paid in capital | 1,251,481 | 1,251,481 |
Accumulated deficit | -1,023,417 | -937,413 |
Total stockholders' equity | 580,782 | 666,786 |
Total liability and stockholders' equity | 1,047,017 | 688,286 |
DiMi Platform | ' | ' |
Current assets | ' | ' |
Intellectual property, net | 299,785 | 241,275 |
iPhone applications | ' | ' |
Current assets | ' | ' |
Intellectual property, net | 6,417 | 7,333 |
Intellectual property | ' | ' |
Current assets | ' | ' |
Intellectual property, net | $1,675 | $1,708 |
Consolidated_Balance_Sheet_Una1
Consolidated Balance Sheet (Unaudited) (Parentheticals) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Series A convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Series A convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, shares issued | 1,000 | 1,000 |
Series A Convertible Preferred Stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 352,716,928 | 352,716,928 |
Common stock, shares outstanding | 352,716,928 | 352,716,928 |
iPhone applications | ' | ' |
Amortization of intangible assets | $4,583 | $3,667 |
Intellectual property | ' | ' |
Amortization of intangible assets | $515 | $490 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 34 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
Operating expenses | ' | ' | ' |
Selling, general and administrative expenses | 85,054 | 96,971 | 1,018,538 |
Amortization expense | 950 | 950 | 4,879 |
Total operating expenses | 86,004 | 97,921 | 1,023,417 |
Loss before income tax | -86,004 | -97,921 | -1,023,417 |
Provision for income tax | ' | ' | ' |
Net Loss | ($86,004) | ($97,921) | ($1,023,417) |
Net loss per share: basic and diluted | $0 | $0 | ' |
Weighted average share outstanding basic and diluted | 352,716,928 | 327,716,901 | ' |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) | Total | Preferred Shares | Common Shares | APIC | Accumulated Deficit |
Balance at Aug. 31, 2012 | $738,431 | $1 | $327,717 | $1,026,481 | ($615,768) |
Balance (in shares) at Aug. 31, 2012 | ' | 1,000 | 327,716,928 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Sale of common stock | 250,000 | ' | 25,000 | 225,000 | ' |
Sale of common stock (in shares) | ' | ' | 25,000,000 | ' | ' |
Net loss | -321,645 | ' | ' | ' | -321,645 |
Balance at Aug. 31, 2013 | 666,786 | 1 | 352,717 | 1,251,481 | -937,413 |
Balance (in shares) at Aug. 31, 2013 | ' | 1,000 | 352,716,928 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Sale of common stock | ' | ' | ' | ' | ' |
Net loss | -86,004 | ' | ' | ' | -86,004 |
Balance at Nov. 30, 2013 | $580,782 | $1 | $352,717 | $1,251,481 | ($1,023,417) |
Balance (in shares) at Nov. 30, 2013 | ' | 1,000 | 352,716,928 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 34 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Cash flows from operating activities | ' | ' | ' |
Net loss | ($86,004) | ($97,921) | ($1,023,417) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Amortization expense | 950 | 950 | 5,099 |
Warrant expense | ' | ' | 9 |
Changes in operating assets and liabilities | ' | ' | ' |
Accounts payable | -5,265 | -2,162 | 11,735 |
Accounts payable - related party | ' | ' | 4,500 |
Net Cash used in operating activities | -90,319 | -99,133 | -1,002,074 |
Cash flows from investing activities | ' | ' | ' |
DiMi platform | -58,511 | -62,500 | -299,786 |
iPhone applications | ' | ' | -11,000 |
Net cash used in investing activities | -58,511 | -62,500 | -310,786 |
Cash flow from financing activities | ' | ' | ' |
Proceeds from short term loan | 450,000 | ' | 450,000 |
Proceeds from common stock sale | ' | ' | 1,602,000 |
Net cash provided by financing activities | 450,000 | ' | 2,052,000 |
Net increase in cash and cash equivalents | 301,170 | -161,633 | 739,140 |
Cash and cash equivalents at beginning of period | 437,970 | 733,123 | ' |
Cash and cash equivalents at end of period | 739,140 | 571,490 | 739,140 |
Cash paid during period for | ' | ' | ' |
Cash paid for interest | ' | ' | ' |
Cash paid for income taxes | ' | ' | ' |
Stock and warrants issued for intellectual property | ' | ' | 1,971 |
Common stock exchanged for 1,000 preferred stock | ' | ' | $100,000 |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of Business Operations | 3 Months Ended | ||
Nov. 30, 2013 | |||
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 condensed 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 condensed 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, 2013. In the opinion of management, these unaudited condensed 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, 2013, and the results of operations and cash flows for the three months ended November 30, 2013 and 2012. The results of operations for the three months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year. | |||
On October 28, 2011 First Quantum Ventures, Inc. (“First Quantum”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with DiMi Telematics, Inc. shareholders. Pursuant to the Exchange Agreement, First Quantum issued 87,450,000 shares of common stock (pre-split) in exchange (the “Share Exchange”) for all outstanding shares DiMi Telematics, Inc. (“DTI”). As a result of the Exchange Agreement, DTI became a subsidiary of First Quantum. The Company assumed operation of DTI and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred. In connection with the Share Exchange, (a) 15,000,000 shares of the Company’s issued and outstanding common stock were surrendered for cancellation and (b) the Company’s 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 Company has 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. as a Nevada corporation. During its first year of operations DTI redefined its business purpose and operation. On June 30, 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 10, 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 Company’s 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 $86,004 for the three months ended November 30, 2013 and had an accumulated deficit of $1,023,417 as of November 30, 2013. The Company has net working capital of $272,905 as of November 30, 2013. | |||
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 DiMiM2M 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 allow 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 out 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 limit. | |||
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, 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 lives being 3 years. | |||
DiMi Platform | |||
The DiMi Platform is stated at cost. Anticipated completion is the second quarter 2014. When retired or otherwise disposed, 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 lives being 5 years. | |||
Intellectual Properly | |||
Intellectual property is stated at cost. When retired or otherwise disposed, 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 lives being 3 years up to 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. | |||
Recent Accounting Pronouncements | |||
There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements. | |||
Net Loss per Share | |||
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding warrants to purchase of 126,750 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three months ended November 30, 2013. | |||
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. | |||
Intellectual_Property
Intellectual Property | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Intellectual Property [Abstract] | ' | ||||||||
INTELLECTUAL PROPERTY | ' | ||||||||
2. INTELLECTUAL PROPERTY | |||||||||
Intellectual property of the following: | |||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Intellectual property | $ | 2,190 | $ | 2,190 | |||||
Less: amortization | 515 | 490 | |||||||
Net intellectual property | $ | 1,675 | $ | 1,740 | |||||
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, 2013 and 2012 amounted to $33 and $33, respectively. |
I_Phone_Application
I Phone Application | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
I Phone Application [Abstract] | ' | ||||||||
I PHONE APPLICATION | ' | ||||||||
3. IPHONE APPLICATION | |||||||||
The Company’s purchase of an iPhone application was completed in September 2012. The total cost of the applications is $11,000 and will be amortized over a three year period. | |||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Intellectual property | $ | 11,000 | $ | 11,000 | |||||
Less: amortization | 4,583 | 3,667 | |||||||
Net intellectual property | $ | 6,417 | $ | 7,333 | |||||
Amortization expense for the iPhone application for the three months ended November 30, 2013 and 2012 amounted to $917 and $917, respectively. |
DiMi_Platform
DiMi Platform | 3 Months Ended |
Nov. 30, 2013 | |
Dimi Platform [Abstract] | ' |
DiMi PLATFORM | ' |
4. DiMi PLATFORM | |
The company has contracted for the development of software to develop 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. Completion of the software is anticipated to be implemented by second quarter 2014. A total of $299,785 has been paid to develop the platform as of November 30, 2013. |
Short_Term_Loan
Short Term Loan | 3 Months Ended |
Nov. 30, 2013 | |
Short Term Loan [Abstract] | ' |
SHORT TERM LOAN | ' |
5. SHORT TERM LOAN | |
On November 30, 2013, the Company issued a convertible note in the amount of $450,000 pursuant to a security purchase agreement dated November 20, 2013, as subsequently amended. The note will automatically be converted into 150,000,000 shares of common stock upon the Company’s filing of articles of amendment to its articles of amendment providing it with a sufficient number of authorized shares of common stock to effectuate the foregoing conversion. |
Equity
Equity | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
EQUITY | ' | ||||||||
6. EQUITY | |||||||||
Common Stock | |||||||||
The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 500,000,000 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 April 16, 2012 the Company issued a 1 for 1 stock dividend to current shareholders of record whereby the Company issued an additional 101,879,232 shares of common stock. On May 16, 2012 the Company issued an additional 1 for 1 stock dividend to current stockholders of record whereby an additional 213,858,464 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. | |||||||||
On July 29, 2011, DTI issued 48,000,000 shares of common stock and 48,000,000 warrants for the purchase of common stock pursuant to an Asset Purchase Agreement for the purchase of intellectual property valued at $2,190. | |||||||||
During the period ended August 31, 2011, DTIissued296,400,000 shares of common stock through stock purchase agreements in the amount of $312,000. | |||||||||
On September 12, 2011, DTI entered into a Securities Purchase Agreement for the sale of 600,000 shares of common stock at $0.042 per share. The Security Purchase Agreement includes 150,000 Class A warrants and 150,000 Class B warrants. On September 12, 2011, DTI received $25,000. | |||||||||
On September 28, 2011, DTI entered into a Securities Purchase Agreement for the sale of 4,800,000 shares of common stock at $0.042 per share in the amount of $200,000. The Security Purchase Agreement includes 1,200,000 Class A warrants and 1,200,000 Class B warrants. | |||||||||
On October 28, 2011 First Quantum entered into the Exchange Agreement with DiMi Telematics, Inc. shareholders. Pursuant to the Exchange Agreement, First Quantum issued 87,450,000 shares of common stock (pre-split) in the Share Exchange for all outstanding shares of DTI. As a result of the Share Exchange Agreement, DTI became a subsidiary of First Quantum. The Company assumed operation of DTI and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred. In connection with the Share Exchange, (a) 15,000,000 shares of the Company’s issued and outstanding common stock were surrendered for cancellation and (b) the Company’s 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 | ||||||||
During the second quarter of its fiscal year 2012 the Company sold shares of common stock and warrants in the amount of $815,000. The shares and warrants were unissued as of February 29, 2012. During April 2012, the Company issued 20,200,000 shares of common stock and 16,300,000warrants. | |||||||||
On June 14, 2012 the Company entered into an exchange agreement with a major shareholder pursuant to which the Company issued 1,000 shares of Series A Convertible Preferred Stock in exchange for the surrender and cancellation of 100,000,000 shares of common stock held by the shareholder. All, and not less than all, shares of Preferred Stock would, provided that the Corporation would report earnings per share of less than $0.01 in its Annual Report on Form 10-K for its fiscal year ended August 31, 2013, be convertible, at any time and from time to time after the filing of such Annual Report, at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the aggregate Stated Value of all shares of Preferred Stock being converted by the Conversion Price of $0.001 per share. The Company’s earnings per share did not meet that threshold. If the Company had reported earnings per share equal to or greater than $0.01 in its Annual Report, then all such shares of Preferred Stock would have immediately been redeemed by the Company without any consideration payable to the shareholder. Shares of Preferred Stock converted into Common Stock shall be canceled and shall not be reissued. | |||||||||
On January 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 10,000,000shares of common stock in the amount of $100,000 | |||||||||
On April 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 15,000,000shares of common stock in the amount of $150,000 | |||||||||
Warrants | |||||||||
DTI issued 12,000,000 Common Stock warrants, at an exercise price of $0.17 per share, pursuant to an Asset Purchase Agreement on July 29, 2011 for the purchase of intellectual property. The warrants have an expiration date of four years from the issue date and contain provisions for a cash exercise. The estimated value of the warrants granted in accordance with the Asset Purchase Agreement was determined using the Black-Scholes pricing model and the following assumptions: | |||||||||
During the first quarter of its fiscal year 2011DTI issued 337,500 Class A warrants at an exercise price of $0.17 per share and issued 337,500 Class B Warrants at an exercise price of $0.25 per share. The estimated value of the warrants granted in accordance with the Asset Purchase Agreement was determined using the Black-Scholes pricing model and the following assumptions: | |||||||||
Risk-free interest rate at grant date | 0.39 | % | |||||||
Expected stock price volatility | 200 | % | |||||||
Expected dividend payout | -- | ||||||||
Expected option in life-years | 2 | ||||||||
Transactions involving warrants are summarized as follows: | |||||||||
Number of Warrants | Weighted-Average Price Per Share | ||||||||
Balance August 31, 2012 | 12,675,000 | $ | 0.17 | ||||||
Granted | - | - | |||||||
Exercised | - | - | |||||||
Cancelled or expired | - | - | |||||||
Ending balance August 31, 2013 | 12,675,000 | 0.17 | |||||||
Granted | - | - | |||||||
Exercised | - | - | |||||||
Canceled or expired | - | - | |||||||
Outstanding at November 30, 2013 | 12,675,000 | $ | 0.17 | ||||||
Warrants Outstanding | |||||||||
Weighted | |||||||||
Average | |||||||||
Remaining | |||||||||
Exercise | Number | Contractual | |||||||
Prices | Outstanding | Life (years) | |||||||
$ | 0.17 | 12,000,000 | 2.25 | ||||||
0.17 | 675,000 | 2.5 | |||||||
12,675,000 | 2.26 | ||||||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
7. 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 – Operations. | |
As of November 30, 2013, the amount of accounts payable – related of $4,500, is owed to the CEO. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2013 | |
Commitments and Contingencies [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
8. COMMITMENTS AND CONTINGENCIES | |
As of November 30, 2013 there are no continuing commitments and contingencies. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Nov. 30, 2013 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
9. SUBSEQUENT EVENTS | ||
None | ||
Basis_of_Presentation_and_Natu1
Basis of Presentation and Nature of Business Operations (Policies) | 3 Months Ended | ||
Nov. 30, 2013 | |||
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ||
Basis of Presentation | ' | ||
Basis of Presentation | |||
The accompanying financial statements present on a consolidated basis the accounts of DiMi Telematics International, Inc. (formerly First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), and its wholly owned subsidiary, DiMi Telematics, Inc. (“DTI”). All significant intercompany accounts and transactions have been eliminated in consolidation. | |||
On October 28, 2011, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with DTI and its stockholders. Pursuant to the agreement, the Company issued 87,450,000 shares of its common stock in exchange for all outstanding shares and warrants to purchase common shares of DTI. As a result of the Share Exchange Agreement, DTI became a subsidiary of the Company. The Company assumed operation of DTI and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred. In connection with the Share Exchange, (a) 15,000,000 of the Company’s issued and outstanding shares of common stock were surrendered for cancellation and (b) the Company’s 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 Company has 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 Share Exchange was accounted for as a reverse acquisition, i.e., the Company was considered the acquired company and DTI was considered the acquiring company. 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 will not include the Company’s results prior to the date of closing. Accordingly the accompanying financial statements are the financial statements of 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 of DTI’s common stock in a ratio consistent with the Share Exchange. | |||
On March 15, 2012, First Quantum Ventures, Inc., changed its name to DiMi Telematics International, Inc. | |||
Nature of Business Operations | ' | ||
Nature of Business Operations | |||
DTI is a development stage company formed on January 28, 2011 as Medepet Inc. as a Nevada corporation. During its first year of operations DTI redefined its business purpose and operation. On June 30, 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 10, 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 Company’s 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 ourDiMi 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 | ' | ||
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 $86,004 for the three months ended November 30, 2013 and had an accumulated deficit of $1,023,417 as of November 30, 2013. The Company has net working capital of $272,905 as of November 30, 2013. | |||
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 DiMiM2M 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 allow 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 out 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 | ' | ||
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 | ' | ||
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 limit. | |||
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. | |||
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. | |||
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. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements. | |||
Net Loss per Share | ' | ||
Net Loss per Share | |||
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding warrants to purchase of 126,750 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three months ended November 30, 2013. | |||
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. | |||
iPhone applications | ' | ||
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ||
Intangible Assets | ' | ||
iPhone Application | |||
The iPhone application is stated at cost. When retired or otherwise disposed, 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 lives being 3 years. | |||
DiMi Platform | ' | ||
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ||
Intangible Assets | ' | ||
DiMi Platform | |||
The DiMi Platform is stated at cost. Anticipated completion is the second quarter 2014. When retired or otherwise disposed, 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 lives being 5 years. | |||
Intellectual property | ' | ||
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ||
Intangible Assets | ' | ||
Intellectual Property | |||
Intellectual property is stated at cost. When retired or otherwise disposed, 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 lives being 3 years up to 15 years. |
Intellectual_Property_Tables
Intellectual Property (Tables) (Intellectual property) | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Intellectual property | ' | ||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ||||||||
Schedule of intangible assets | ' | ||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Intellectual property | $ | 2,190 | $ | 2,190 | |||||
Less: amortization | 515 | 490 | |||||||
Net intellectual property | $ | 1,675 | $ | 1,740 | |||||
I_Phone_Application_Tables
I Phone Application (Tables) (iPhone applications) | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
iPhone applications | ' | ||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ||||||||
Schedule of intangible assets | ' | ||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Intellectual property | $ | 11,000 | $ | 11,000 | |||||
Less: amortization | 4,583 | 3,667 | |||||||
Net intellectual property | $ | 6,417 | $ | 7,333 |
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of estimated value of warrants granted using Black-Scholes pricing model | ' | ||||||||
Risk-free interest rate at grant date | 0.39 | % | |||||||
Expected stock price volatility | 200 | % | |||||||
Expected dividend payout | -- | ||||||||
Expected option in life-years | 2 | ||||||||
Schedule of warrants transactions | ' | ||||||||
Number of Warrants | Weighted-Average Price Per Share | ||||||||
Balance August 31, 2012 | 12,675,000 | $ | 0.17 | ||||||
Granted | - | - | |||||||
Exercised | - | - | |||||||
Cancelled or expired | - | - | |||||||
Ending balance August 31, 2013 | 12,675,000 | 0.17 | |||||||
Granted | - | - | |||||||
Exercised | - | - | |||||||
Canceled or expired | - | - | |||||||
Outstanding at November 30, 2013 | 12,675,000 | $ | 0.17 | ||||||
Schedule of outstanding and exercisable warrants | ' | ||||||||
Warrants Outstanding | |||||||||
Weighted | |||||||||
Average | |||||||||
Remaining | |||||||||
Exercise | Number | Contractual | |||||||
Prices | Outstanding | Life (years) | |||||||
$ | 0.17 | 12,000,000 | 2.25 | ||||||
0.17 | 675,000 | 2.5 | |||||||
12,675,000 | 2.26 | ||||||||
Basis_of_Presentation_and_Natu2
Basis of Presentation and Nature of Business Operations (Details Textual) (Securities Purchase Agreements, First Quantum Ventures) | 1 Months Ended |
Oct. 28, 2011 | |
Securities Purchase Agreements | First Quantum Ventures | ' |
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' |
Number of common stock shares issued (in shares) | 87,450,000 |
Number of issued and outstanding common stock, surrendered for cancellation (in shares) | 15,000,000 |
Basis_of_Presentation_and_Natu3
Basis of Presentation and Nature of Business Operations (Details Textual 1) (USD $) | 3 Months Ended | 12 Months Ended | 34 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Aug. 31, 2013 | Nov. 30, 2013 | |
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ($86,004) | ($97,921) | ($321,645) | ($1,023,417) |
Accumulated deficit | 1,023,417 | ' | 937,413 | 1,023,417 |
Net working capital | $272,905 | ' | ' | $272,905 |
Antidilutive securities excluded computation of diluted loss per share (in shares) | 126,750 | ' | ' | ' |
iPhone applications | ' | ' | ' | ' |
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ' | ' | ' |
Depreciated over their estimated useful lives | '3 years | ' | ' | ' |
DiMi Platform | ' | ' | ' | ' |
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ' | ' | ' |
Depreciated over their estimated useful lives | '5 years | ' | ' | ' |
Intellectual property | Minimum | ' | ' | ' | ' |
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ' | ' | ' |
Depreciated over their estimated useful lives | '3 years | ' | ' | ' |
Intellectual property | Maximum | ' | ' | ' | ' |
Basis Of Presentation And Nature Of Business Operations [Line Items] | ' | ' | ' | ' |
Depreciated over their estimated useful lives | '15 years | ' | ' | ' |
Intellectual_Property_Details
Intellectual Property (Details) (Intellectual property, USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Intellectual property | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intellectual property | $2,190 | $2,190 |
Less: amortization | 515 | 490 |
Net intellectual property | $1,675 | $1,708 |
Intellectual_Property_Detail_T
Intellectual Property (Detail Textual) (USD $) | 3 Months Ended | 34 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | $950 | $950 | $5,099 |
Intellectual property | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | $33 | $33 | ' |
I_Phone_Application_Details
I Phone Application (Details) (iPhone applications, USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
iPhone applications | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intellectual property | $11,000 | $11,000 |
Less: amortization | 4,583 | 3,667 |
Net intellectual property | $6,417 | $7,333 |
I_Phone_Application_Detail_Tex
I Phone Application (Detail Textual) (USD $) | 3 Months Ended | 34 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | $950 | $950 | $5,099 |
Payments to acquire iPhone applications | ' | ' | 11,000 |
iPhone applications | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | 917 | 917 | ' |
Payments to acquire iPhone applications | ' | ' | $11,000 |
Amortization period | '3 years | ' | ' |
DiMi_Platform_Detail_Textual
DiMi Platform (Detail Textual) (USD $) | 3 Months Ended | 34 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Payments to develop software | $58,511 | $62,500 | $299,786 |
DiMi Platform | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Payments to develop software | $299,785 | ' | ' |
Short_Term_Loan_Details
Short Term Loan (Details) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Aug. 31, 2013 | |
Short Term Loan [Abstract] | ' | ' |
Short term loan | $450,000 | ' |
Shares of common stock converted | 150,000,000 | ' |
Equity_Details
Equity (Details) (Warrant [Member]) | 3 Months Ended |
Nov. 30, 2013 | |
Warrant [Member] | ' |
Stockholders Equity Note [Line Items] | ' |
Risk-free interest rate at grant date | 0.39% |
Expected stock price volatility | 200.00% |
Expected dividend payout | ' |
Expected option in life-years | '2 years |
Equity_Details_1
Equity (Details 1) (Warrant [Member]) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2013 | Aug. 31, 2013 | Jul. 29, 2011 | |
Warrant [Member] | ' | ' | ' |
Number of Warrants | ' | ' | ' |
Beginning balance | 12,675,000 | 12,675,000 | ' |
Granted | ' | ' | ' |
Exercised | ' | ' | ' |
Cancelled or expired | ' | ' | ' |
Ending balance | 12,675,000 | 12,675,000 | ' |
Weighted-Average Price Per Share | ' | ' | ' |
Beginning balance | 0.17 | 0.17 | 0.17 |
Granted | ' | ' | ' |
Exercised | ' | ' | ' |
Cancelled or expired | ' | ' | ' |
Ending balance | 0.17 | 0.17 | 0.17 |
Equity_Details_2
Equity (Details 2) (Warrant [Member]) | 3 Months Ended | |||
Nov. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Jul. 29, 2011 | |
Stockholders Equity Note [Line Items] | ' | ' | ' | ' |
Weighted average exercise prices (in dollars per share) | 0.17 | 0.17 | 0.17 | 0.17 |
Warrants outstanding, number | 12,675,000 | 12,675,000 | 12,675,000 | ' |
Weighted average remaining contractual life (years) | '2 years 3 months 4 days | ' | ' | ' |
Exercise Price $ 0.17 | ' | ' | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' | ' | ' |
Weighted average exercise prices (in dollars per share) | 0.17 | ' | ' | ' |
Warrants outstanding, number | 12,000,000 | ' | ' | ' |
Weighted average remaining contractual life (years) | '2 years 3 months | ' | ' | ' |
Exercise Price $ 0.17 | ' | ' | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' | ' | ' |
Weighted average exercise prices (in dollars per share) | 0.17 | ' | ' | ' |
Warrants outstanding, number | 675,000 | ' | ' | ' |
Weighted average remaining contractual life (years) | '2 years 6 months | ' | ' | ' |
Equity_Detail_Textual
Equity (Detail Textual) (USD $) | 0 Months Ended | 3 Months Ended | 34 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||||||
16-May-12 | Apr. 16, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 29, 2012 | Nov. 30, 2013 | Aug. 31, 2013 | Apr. 13, 2006 | Nov. 30, 2011 | Nov. 30, 2011 | Apr. 30, 2012 | Jul. 29, 2011 | Nov. 30, 2012 | Nov. 30, 2012 | Apr. 30, 2012 | Jul. 29, 2011 | Nov. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Apr. 24, 2013 | Jan. 24, 2013 | Sep. 28, 2011 | Sep. 12, 2011 | Sep. 28, 2011 | Sep. 12, 2011 | Jun. 14, 2012 | Jun. 14, 2012 | Sep. 12, 2011 | Sep. 28, 2011 | Aug. 31, 2011 | Oct. 28, 2011 | |
Class A Warrants | Class B Warrants | Common Stock | Common Stock | Common Stock | Preferred Stock | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | Securities Purchase Agreements | |||||||||
Class A Warrants | Class A Warrants | Class B Warrants | Class B Warrants | Series A Convertible Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | First Quantum Ventures | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 500,000,000 | ' | ' | 500,000,000 | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | ' | $0.00 | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares authorized | ' | ' | 50,000,000 | ' | ' | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, par value | ' | ' | $0.00 | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock dividend to current shareholders | '1 for 1 | '1 for 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional common stock shares issued (in shares) | 213,858,464 | 101,879,232 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock shares issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 296,400,000 | 87,450,000 |
Common stock shares issued value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $312,000 | ' |
Shares issued for asset under asset purchase agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued under asset purchase agreement value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,190 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrant issue for under assets purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrant issue for under assets purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise prices (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | 0.17 | 0.25 | ' | ' | ' | ' | ' | 0.17 | 0.17 | 0.17 | 0.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock shares sale (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 4,800,000 | ' | ' |
Sale of stock, price per share (in dollars per shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | $0.04 | ' | ' |
Sale of stock consideration received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 200,000 | ' | ' |
Number of warrant included in security purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 150,000 | 1,200,000 | 150,000 | ' | ' | ' | ' | ' | ' |
Number of issued and outstanding common stock, surrendered for cancellation (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | 15,000,000 |
Sale of stocks and warrants | ' | ' | ' | ' | 815,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued | ' | ' | ' | ' | ' | ' | ' | ' | 337,500 | 337,500 | ' | ' | ' | ' | 16,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock shares issued in exchanged of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -100,000,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' |
Description of earning per share as per option one | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'All, and not less than all, shares of Preferred Stock shall, provided that the Corporation shall have reported earnings per share of less than $0.01 in its Annual Report for its fiscal year ended August 31, 2013, | ' | ' | ' | ' | ' |
Description of earning per share as per option two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms shall be canceled and shall not be reissued. If the Company shall have reported earnings per share equal to or greater than $0.01 in its Annual Report, then all such shares of Preferred Stock shall immediately be redeemed by the Company without any consideration payable to the shareholder. | ' | ' | ' | ' | ' |
Conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' |
Common stock value authorized to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant expense | ' | ' | ' | ' | ' | $9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
sqft | ||
Related Party Transactions [Abstract] | ' | ' |
Accounts payable - related party | $4,500 | $4,500 |
General office space lesase (In square feet) | 500 | ' |