Bespoke Extracts (BSPK) 10-Q 20 Jul 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May. 31, 2015	Jul. 20, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	DiMi Telematics International, Inc.
Entity Central Index Key	1,409,197
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Document Type	10-Q
Document Period End Date	May 31, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		7,268,136

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet (unaudited) - USD ($)	May. 31, 2015	Aug. 31, 2014
Current assets
Cash	$ 236,476	$ 437,772
Total current assets	236,476	437,772
Total assets	573,556	777,700
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	15,733	5,358
Total current liabilities	$ 15,733	$ 5,358
Commitments and contingencies
Stockholders' Equity
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of May 31, 2015 and August 31, 2014, respectively
Common stock, $0.001 par value: 800,000,000 authorized; 7,268,136 shares issued and outstanding as of May 31, 2015 and August 31, 2014, respectively	$ 7,268	$ 7,268
Additional paid in capital	2,096,531	2,096,531
Accumulated deficit	(1,545,976)	(1,331,457)
Total stockholders' equity	557,823	772,342
Total liability and stockholders' equity	573,556	777,700
DiMi Platform [Member]
Current assets
Intellectual property, net	334,685	334,685
iPhone Applications [Member]
Current assets
Intellectual property, net	917	3,667
Intellectual Property [Member]
Current assets
Intellectual property, net	$ 1,478	$ 1,576

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheet (unaudited) (Parenthetical) - USD ($)	May. 31, 2015	Aug. 31, 2014
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	7,268,136	7,268,136
Common stock, shares outstanding	7,268,136	7,268,136
iPhone Applications [Member]
Amortization of intangible assets	$ 10,083	$ 7,333
Intellectual Property [Member]
Amortization of intangible assets	$ 712	$ 614

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Income Statement [Abstract]
Revenue
Operating expenses:
Selling, general and administrative expenses	$ 60,972	$ 84,126	$ 211,670	$ 312,478
Amortization expense	950	950	2,849	2,849
Total operating expenses	61,922	85,076	214,519	315,327
Loss before income tax	$ (61,922)	$ (85,076)	$ (214,519)	$ (315,327)
Provision for income tax
Net Loss	$ (61,922)	$ (85,076)	$ (214,519)	$ (315,327)
Net loss per share: basic and diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.08)
Weighted average share outstanding basic and diluted	7,268,136	4,783,371	7,268,136	3,952,763

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May. 31, 2015	May. 31, 2014
Cash flows from operating activities
Net loss	$ (214,519)	$ (315,327)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	2,849	2,849
Changes in operating assets and liabilities
Accounts payable	$ 10,374	(14,718)
Accounts payable - related party		(4,500)
Net Cash used in operating activities	$ (201,296)	(331,696)
Cash flows from investing activities
DiMi platform		(93,410)
Net cash used in investing activities		(93,410)
Cash flow from financing activities
Proceeds from common stock payable		49,600
Proceeds from common stock sale		450,000
Net cash provided by financing activities		499,600
Net increase in cash and cash equivalents	$ (201,296)	74,494
Cash and cash equivalents at beginning of period	437,772	437,970
Cash and cash equivalents at end of period	$ 236,476	$ 512,464
Cash paid during period for
Cash paid for interest
Cash paid for income taxes

Basis of Presentation and Natur

Basis of Presentation and Nature of Business Operations	9 Months Ended
	May. 31, 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 condensed consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “ Company On October 28, 2011 First Quantum Ventures, Inc. (“ First Quantum Exchange Agreement Share Exchange DTI 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. 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 ● Operations DiMi ● Product Development 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 $214,519 for the nine months ended May 31, 2015 and had an accumulated deficit of $1,545,976 as of May 31, 2015. The Company has net working capital of $220,743 as of May 31, 2015. DTI’s flagship M2M solution is “ DiMi DiMi www.dimispeaks.com With adoption of the DiMi s DiMi 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 DiMi DiMi DTI’s DiMi DiMi DiMi 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 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, 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 fourth quarter 2015. 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 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 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. In January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's financial position, results of operations or disclosures 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 1,268 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 nine months ended May 31, 2015. 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	9 Months Ended
	May. 31, 2015
Intellectual Property [Abstract]
INTELLECTUAL PROPERTY	2. INTELLECTUAL PROPERTY Intellectual property of the following: May 31, August 31, Intellectual property $ 2,190 $ 2,190 Less: amortization 712 614 Net intellectual property $ 1,478 $ 1,576 DTI executed an Asset Purchase Agreement on August 28, 2011 which included various types of intellectual property. Amortization expense for the three months ended May 31, 2015 and 2014 amounted to $33 and $33, respectively. Amortization expense for the nine months ended May 31, 2015 and 2014 amounted to $99 and $99, respectively

I Phone Application

I Phone Application	9 Months Ended
	May. 31, 2015
Iphone Application [Abstract]
IPHONE 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 is being amortized over a three year period. May 31, August 31, Intellectual property $ 11,000 $ 11,000 Less: amortization 10,083 7,333 Net intellectual property $ 917 $ 3,667 Amortization expense for the iPhone application for the three months ended May 31, 2015 and 2014 amounted to $917 and $917, respectively. Amortization expense for the iPhone application for the nine months ended May 31, 2015 and 2014 amounted to $2,751 and $2,751, respectively

DiMi Platform

DiMi Platform	9 Months Ended
	May. 31, 2015
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 fourth quarter 2015. A total of $334,685 has been paid to develop the platform as of May 31, 2015.

Equity

Equity	9 Months Ended
	May. 31, 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 April 16, 2012 the Company issued a 1 for 1 stock dividend to current stockholders 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 February 20, 2014, the Company effected a 1 for 100 reverse stock split of the Company’s outstanding stock. 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, DTI issued 296,400,000 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, the Company (f/k/a First Quantum Ventures, Inc.) entered into a Share Exchange Agreement (“Share Exchange”) with DiMi Telematics, Inc. stockholders. Pursuant to the agreement, the Company issued 87,450,000 shares of common stock (pre-split) in exchange for all outstanding shares and warrants to purchase common shares of DTI, the Company received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock. In connection with the Share Exchange, (a) 15,000,000 shares of the Company’s issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation. 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 16,300,000 warrants. On January 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 10,000,000 shares 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 15,000,000 shares of common stock in the amount of $150,000. On November 13, 2013, the Company received $450,000 in connection with the security purchase agreement on November 20, 2013 in the amount of $450,000. On March 13, 2014, 1,500,000 shares of common stock were issued in satisfaction of the note. On April 9, 2014, the Company entered into a Security Purchase Agreement for the sale of 240,000 share of common stock in the amount of $9,600. The shares were issued on June 3, 2014. On April 25, 2014, the Company entered into a Security Purchase Agreement for the sale of 1,000,000 shares of common stock in the amount of $40,000. The shares were issued on June 3, 2014. Warrants DTI issued 120,000 Common Stock warrants, at an exercise price of $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 2011 DTI issued 33,750 Class A warrants at an exercise price of $17 per share and issued 33,750 Class B Warrants at an exercise price of $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, 2013 126,750 $ 17.00 Granted - - Exercised - - Cancelled or expired - - Ending balance August 31, 2014 126,750 17.00 Granted - - Exercised - - Canceled or expired - - Outstanding at May 31, 2015 126,750 $ 17.00 Warrants Outstanding Weighted Average Remaining Exercise Number Contractual Prices Outstanding Life (years) $ 17 120,000 1.00 17 6,750 1.25 126,750 1.01

Related Party Transactions

Related Party Transactions	9 Months Ended
	May. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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 – Operations. The Company’s lease agreement was executed ? Expense related to this agreement for the three months ended May 31, 2015 and 2014 amounted to $0, respectively. Expenses for the nine months ending May 31, 2015 and 2014 amounted to $0, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	May. 31, 2015
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	7. COMMITMENTS AND CONTINGENCIES As of May 31, 2015 there are no continuing commitments and contingencies.

Subsequent Events

Subsequent Events	9 Months Ended
	May. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	8. SUBSEQUENT EVENTS On July 8, 2015, the board of directors of the Company approved the Consulting Agreement entered into by and between the Company and Roberto Fata (the “Agreement”). The term of the Agreement commenced on March 15, 2015 and is for a period of five years, unless terminated sooner pursuant to the terms of the Agreement. Pursuant to the terms of the Agreement, Mr. Fata will be entitled to receive an aggregate of 750,000 shares of the Company’s Common Stock, in exchange for services to the Company, including the provision of office space for a term of five years that began on August 31, 2014 and that will end on August 31, 2019. On June 19, 2015, the Company approved the issuance to Barry Tenzer, the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and a director of the Company, of 750,000 shares of Common Stock as compensation for $30,000 of services rendered. As of the date of this Quarterly Report, none of the 1,500,000 shares of Common Stock has been issued, though the Company expects to issue such shares shortly.

Basis of Presentation and Nat14

Basis of Presentation and Nature of Business Operations (Policies)	9 Months Ended
	May. 31, 2015
Basis of Presentation and Nature of Business Operations [Line Items]
Basis of Presentation	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 On October 28, 2011 First Quantum Ventures, Inc. (“ First Quantum Exchange Agreement Share Exchange DTI 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	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 ● Operations DiMi ● Product Development
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 $214,519 for the nine months ended May 31, 2015 and had an accumulated deficit of $1,545,976 as of May 31, 2015. The Company has net working capital of $220,743 as of May 31, 2015. DTI’s flagship M2M solution is “ DiMi DiMi www.dimispeaks.com With adoption of the DiMi s DiMi 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 DiMi DiMi DTI’s DiMi DiMi DiMi 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
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 of $250,000.
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 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. In January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's financial position, results of operations or disclosures
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 1,268 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 nine months ended May 31, 2015.
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 [Member]
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 [Member]
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 fourth quarter 2015. 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 [Member]
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)	9 Months Ended
	May. 31, 2015
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Schedule of intangible assets	May 31, August 31, Intellectual property $ 2,190 $ 2,190 Less: amortization 712 614 Net intellectual property $ 1,478 $ 1,576

I Phone Application (Tables)

I Phone Application (Tables)	9 Months Ended
	May. 31, 2015
iPhone Applications [Member]
Finite-Lived Intangible Assets [Line Items]
Schedule of intangible assets	May 31, August 31, Intellectual property $ 11,000 $ 11,000 Less: amortization 10,083 7,333 Net intellectual property $ 917 $ 3,667

Equity (Tables)

Equity (Tables)	9 Months Ended
	May. 31, 2015
Equity [Abstract]
Schedule of warrants transactions	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 outstanding and exercisable warrants	Number of Warrants Weighted-Average Price Per Share Balance August 31, 2013 126,750 $ 17.00 Granted - - Exercised - - Cancelled or expired - - Ending balance August 31, 2014 126,750 17.00 Granted - - Exercised - - Canceled or expired - - Outstanding at May 31, 2015 126,750 $ 17.00 Warrants Outstanding Weighted Average Remaining Exercise Number Contractual Prices Outstanding Life (years) $ 17 120,000 1.00 17 6,750 1.25 126,750 1.01

Basis of Presentation and Nat18

Basis of Presentation and Nature of Business Operations (Details Textual) - shares	1 Months Ended	9 Months Ended
	Oct. 28, 2011	May. 31, 2015
Basis of Presentation and Nature of Business Operations (Textual)
Number of common stock shares issued (in shares)		1,500,000
Share Exchange Agreement [Member] | First Quantum Ventures [Member]
Basis of Presentation and Nature of Business Operations (Textual)
Number of common stock shares issued (in shares)	874,500
Number of issued and outstanding common stock, surrendered for cancellation (in shares)	150,000

Basis of Presentation and Nat19

Basis of Presentation and Nature of Business Operations (Details Textual 1) - USD ($)	3 Months Ended		9 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014	Aug. 31, 2014
Basis of Presentation and Nature of Business Operations (Textual)
Net loss	$ (61,922)	$ (85,076)	$ (214,519)	$ (315,327)
Accumulated deficit	(1,545,976)		(1,545,976)		$ (1,331,457)
Net working capital	220,743		$ 220,743
Antidilutive securities excluded computation of diluted loss per share (in shares)			1,268
Amount in excess of the FDIC limit	$ 250,000		$ 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
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

Intellectual Property (Details)

Intellectual Property (Details) - Intellectual Property [Member] - USD ($)	May. 31, 2015	Aug. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Intellectual property	$ 2,190	$ 2,190
Less: amortization	712	614
Net intellectual property	$ 1,478	$ 1,576

Intellectual Property (Detail T

Intellectual Property (Detail Textual) - USD ($)	3 Months Ended		9 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Intellectual Property (Textual)
Amortization expense	$ 950	$ 950	$ 2,849	$ 2,849
Intellectual Property [Member]
Intellectual Property (Textual)
Amortization expense	$ 33	$ 33	$ 99	$ 99

I Phone Application (Details)

I Phone Application (Details) - iPhone Applications [Member] - USD ($)	May. 31, 2015	Aug. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Intellectual property	$ 11,000	$ 11,000
Less: amortization	10,083	7,333
Net intellectual property	$ 917	$ 3,667

I Phone Application (Detail Tex

I Phone Application (Detail Textual) - USD ($)	3 Months Ended		9 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
I Phone Application (Textual)
Amortization expense	$ 950	$ 950	$ 2,849	$ 2,849
iPhone Applications [Member]
I Phone Application (Textual)
Payments to acquire iPhone applications			$ 11,000
Amortization period			3 years
Amortization expense	$ 917	$ 917	$ 2,751	$ 2,751

DiMi Platform (Details)

DiMi Platform (Details) - USD ($)	9 Months Ended
	May. 31, 2015	May. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Payments to develop software		$ 93,410
DiMi Platform [Member]
Finite-Lived Intangible Assets [Line Items]
Payments to develop software	$ 334,685

Equity (Details)

Equity (Details) - 9 months ended May. 31, 2015 - Warrant [Member]	Total
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] - $ / shares	9 Months Ended	12 Months Ended
	May. 31, 2015	Aug. 31, 2014
Number of Warrants
Beginning balance	126,750	126,750
Granted
Exercised
Cancelled or expired
Ending balance	126,750	126,750
Weighted-Average Price Per Share
Beginning balance	$ 17	$ 17
Granted
Exercised
Cancelled or expired
Ending balance	$ 17	$ 17

Equity (Details 2)

Equity (Details 2) - May. 31, 2015 - Warrant [Member] - $ / shares	Total
Stockholders Equity Note [Line Items]
Number Outstanding, Warrants Outstanding	126,750
Weighted Average Remaining Contractual Life (years)	1 year 4 days
Exercise Price $ 17 [Member]
Stockholders Equity Note [Line Items]
Exercise Prices, Warrants Outstanding	$ 17
Number Outstanding, Warrants Outstanding	120,000
Weighted Average Remaining Contractual Life (years)	1 year
Exercise Price $ 17 one [Member]
Stockholders Equity Note [Line Items]
Exercise Prices, Warrants Outstanding	$ 17
Number Outstanding, Warrants Outstanding	6,750
Weighted Average Remaining Contractual Life (years)	1 year 3 months

Equity (Detail Textual)

Equity (Detail Textual) - USD ($)

Apr. 09, 2014

Mar. 13, 2014

Nov. 13, 2013

Sep. 12, 2011

Apr. 25, 2014

Feb. 20, 2014

Apr. 24, 2013

Jan. 24, 2013

May. 16, 2012

Apr. 30, 2012

Apr. 16, 2012

Oct. 28, 2011

Sep. 28, 2011

Aug. 31, 2011

Jul. 29, 2011

Feb. 29, 2012

Nov. 30, 2011

May. 31, 2015

Aug. 31, 2014

Equity (Textual)

Common stock, shares authorized

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

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)

1,500,000

Expiration period of warrant

4 years

Sale of stocks and warrants

$ 815,000

Reverse stock split

1 for 100

Class A Warrants [Member]

Equity (Textual)

Warrant exercise prices (in dollars per share)

$ 17

Warrant issued

33,750

Class B Warrants [Member]

Equity (Textual)

Warrant exercise prices (in dollars per share)

$ 25

Warrant issued

33,750

Common Stock [Member]

Equity (Textual)

Number of common stock shares issued (in shares)

20,200,000

Shares issued for asset under asset purchase agreement (in shares)

48,000,000

Shares issued under asset purchase agreement value

$ 2,190

Number of issued and outstanding common stock, surrendered for cancellation (in shares)

15,000,000

Warrant [Member]

Equity (Textual)

Number of warrant issue for under assets purchase agreement

48,000,000

Number of warrant issue for under assets purchase agreement

120,000

Warrant exercise prices (in dollars per share)

$ 17

Warrant issued

16,300,000

Security Purchase Agreements [Member]

Equity (Textual)

Number of common stock shares issued (in shares)

15,000,000

10,000,000

Common stock shares issued value

$ 150,000

$ 100,000

Number of common stock shares sale (in shares)

240,000

1,000,000

Sale of stock consideration received

$ 9,600

$ 40,000

Security Purchase Agreements [Member] | Class A Warrants [Member]

Equity (Textual)

Number of warrant included in security purchase agreement

150,000

1,200,000

Security Purchase Agreements [Member] | Class B Warrants [Member]

Equity (Textual)

Number of warrant included in security purchase agreement

150,000

1,200,000

Security Purchase Agreements [Member] | Common Stock [Member]

Equity (Textual)

Number of common stock shares issued (in shares)

1,500,000

296,400,000

Common stock shares issued value

$ 450,000

$ 312,000

Number of common stock shares sale (in shares)

600,000

4,800,000

Sale of stock, price per share (in dollars per shares)

$ 0.042

$ 0.042

Sale of stock consideration received

$ 25,000

$ 200,000

Security Purchase Agreements [Member] | First Quantum Ventures [Member]

Equity (Textual)

Number of common stock shares issued (in shares)

87,450,000

Number of common stock to be purchased by warrants (in shares)

21,625,000

Number common stock receivable during period shares (in shares)

145,750,000

Related Party Transactions (Det

Related Party Transactions (Details) - Vice President - Operations [Member]	3 Months Ended		9 Months Ended
	May. 31, 2015USD ($)ft²	May. 31, 2014USD ($)	May. 31, 2015USD ($)ft²	May. 31, 2014USD ($)
Related Party Transaction [Line Items]
General office space lease (In square feet) | ft²	500		500
Lease expense	$ 0	$ 0	$ 0	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jul. 08, 2015	Jun. 19, 2015	May. 31, 2015
Subsequent Event [Line Items]
Number of common stock shares issued			1,500,000
Subsequent Event [Member] | Roberto Fata [Member]
Subsequent Event [Line Items]
Number of common stock shares issued in exchange for services	750,000
Term of agreement	5 years
Subsequent event, description	Pursuant to the terms of the Agreement, Mr. Fata will be entitled to receive an aggregate of 750,000 shares of the Company's Common Stock, in exchange for services to the Company, including the provision of office space for a term of five years that began on August 31, 2014 and that will end on August 31, 2019.
Subsequent Event [Member] | Barry Tenzer [Member]
Subsequent Event [Line Items]
Shares of common stock issued of compensation for services rendered		$ 30,000
Shares of common stock issued of compensation for services rendered (in shares)		750,000