Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 21, 2015 | Feb. 28, 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-K | ||
Document Period End Date | Aug. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 221,054 | ||
Entity Common Stock, Shares Outstanding | 2,923,907 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Current assets | ||
Cash | $ 185,869 | $ 437,772 |
Prepaid expenses-stock based | 21,000 | |
Total current assets | 206,869 | $ 437,772 |
Prepaid expense-stock based | 74,375 | |
Total assets | 282,689 | $ 777,700 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 31,514 | 5,358 |
Total current liabilities | $ 31,514 | $ 5,358 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of August 31, 2015 and August 31, 2014, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 2,422,712 shares issued and outstanding as of August 31, 2015 and August 31, 2014, respectively | $ 2,423 | $ 2,423 |
Common stock payable - 500,000 shares | 210,000 | |
Additional paid in capital | 2,101,376 | $ 2,101,376 |
Accumulated deficit | (2,062,624) | (1,331,457) |
Total stockholders' equity | 251,175 | 772,342 |
Total liability and stockholders' equity | $ 282,689 | 777,700 |
DiMi Platform [Member] | ||
Current assets | ||
Intellectual property, net | 334,685 | |
iPhone Applications [Member] | ||
Current assets | ||
Intellectual property, net | 3,667 | |
Intellectual Property [Member] | ||
Current assets | ||
Intellectual property, net | $ 1,445 | $ 1,576 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 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 | 2,422,712 | 2,422,712 |
Common stock, shares outstanding | 2,422,712 | 2,422,712 |
Common stock payable, shares | 500,000 | 500,000 |
iPhone Applications [Member] | ||
Amortization of intangible assets | $ 11,000 | $ 7,333 |
Intellectual Property [Member] | ||
Amortization of intangible assets | $ 745 | $ 614 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Operating expenses: | ||
Selling, general and administrative expenses | $ 30,621 | $ 92,247 |
Payroll expense | 93,645 | 85,659 |
Professional fees | 116,138 | 106,471 |
Consulting | 47,280 | $ 104,821 |
Stock based Compensation | 105,000 | |
Amortization expense | 3,798 | $ 3,798 |
Loss on impairment of asset | 334,685 | |
Total operating expenses | 731,167 | $ 392,996 |
Loss from operations | $ (731,167) | (392,996) |
Other expense | ||
Interest expense | (1,049) | |
Total other expense | (1,049) | |
Loss before income tax | $ (731,167) | $ (394,045) |
Provision for income tax | ||
Net Loss | $ (731,167) | $ (394,045) |
Net loss per share: basic and diluted | $ (0.30) | $ (0.25) |
Weighted average shares outstanding basic and diluted | 2,422,712 | 1,590,752 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | APIC | Common Stock Payable | Accumulated Deficit |
Beginning Balance at Aug. 31, 2013 | $ 666,787 | $ 1 | $ 1,177 | $ 1,603,021 | $ (937,412) | |
Beginning Balance, Shares at Aug. 31, 2013 | 1,000 | 1,176,046 | ||||
Conversion preferred to common shares | $ (1) | $ 333 | (332) | |||
Conversion preferred to common shares (in shares) | (1,000) | 333,333 | ||||
Sale of common stock | $ 499,600 | $ 913 | $ 498,687 | |||
Sale of common stock (in shares) | 913,333 | |||||
Net loss | (394,045) | $ (394,045) | ||||
Ending Balance at Aug. 31, 2014 | 772,342 | $ 2,423 | $ 2,101,376 | $ (1,331,457) | ||
Ending Balance, Shares at Aug. 31, 2014 | 2,422,712 | |||||
Common stock payable for consulting services | 105,000 | $ 105,000 | ||||
Common stock payable for stock based compensation | 105,000 | $ 105,000 | ||||
Net loss | (731,167) | $ (731,167) | ||||
Ending Balance at Aug. 31, 2015 | $ 251,175 | $ 2,423 | $ 2,101,376 | $ 210,000 | $ (2,062,624) | |
Ending Balance, Shares at Aug. 31, 2015 | 2,422,712 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (731,167) | $ (394,045) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 3,798 | $ 3,798 |
Loss on impairment | 334,685 | |
Stock based compensation | 114,625 | |
Changes in operating assets and liabilities | ||
Accounts payable | $ 26,156 | $ (11,641) |
Accounts payable - related party | (4,500) | |
Net Cash used in operating activities | $ (251,903) | (406,388) |
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 sale | 499,600 | |
Net cash provided by financing activities | 499,600 | |
Net increase in cash and cash equivalents | $ (251,903) | (198) |
Cash and cash equivalents at beginning of period | 437,772 | 437,970 |
Cash and cash equivalents at end of period | $ 185,869 | $ 437,772 |
Cash paid during period for | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Shares issued for prepaid expense | $ 105,000 | |
Shares issued for stock based compensation | $ 105,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business Operations | 12 Months Ended |
Aug. 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 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 29,150,000 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) 5,000,000 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 DTI is a development stage company formed on January 28, 2011 as Medepet Inc., a Nevada corporation. During the first year of operations DTI redefined its business purpose and operation. On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8. On July 28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi Telematics Inc. On July 28, 2011, DTI entered into an asset purchase agreement for the purchase of intellectual property. DTI designs, develops and distributes Machine-to-Machine (M2M) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices. DTI is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our operating activities are centralized in three core areas: ● Sales and Marketing ● Operations DiMi ● Product Development Going Concern The accompanying financial statements have been prepared contemplating the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company has reported a net loss of $731,167 for the year ended August 31, 2015 and had an accumulated deficit of $2,062,624 as of August 31, 2015. The Company had net working capital of $175,355 as of August 31, 2015. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the aforementioned uncertainties. 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. As of August 31 2015, I phone application has been fully amortized. DiMi Platform 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. The impairment was due to the Dimi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the company recognized full impairment of the Dimi Platform and expensed $334,685 as a loss from impairment. Intellectual Property Our M2M communications solutions rely on and benefit from our portfolio of intellectual property, including pending patents, trademarks, trade secrets and domain names. Intellectual property is stated at cost. When retired or otherwise disposed, 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. On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting statement that reduces some of disclosures and reporting requirements for development stage companies. The change will be in effect for the interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things development stage entities will no longer be required to report inception-to-date information. The Company has elected early adoption of this pronouncement and will no longer being reporting inception-to-date information. Net Loss per Share Basic loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding.. There were no outstanding warrants as of August 31, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Intellectual Property
Intellectual Property | 12 Months Ended |
Aug. 31, 2015 | |
Intellectual Property [Abstract] | |
INTELLECTUAL PROPERTY | 2. INTELLECTUAL PROPERTY Intellectual property of the following: August 31, 2015 August 31, 2014 Intellectual property $ 2,190 $ 2,190 Less: amortization 745 614 Net intellectual property $ 1,445 $ 1,576 DTI executed an Asset Purchase Agreement on August 28, 2011 which included various types of intellectual property. Amortization expense for the years ended August 31, 2015 and 2014 amounted to $131 and $132, respectively. |
I Phone Application
I Phone Application | 12 Months Ended |
Aug. 31, 2015 | |
I Phone Application [Abstract] | |
I PHONE APPLICATION | 3. I PHONE APPLICATION The Company’s purchase of an iPhone application was completed in September 2012. The total cost of the application is $11,000 and will be amortized over a three year period. August 31, August 31, 2014 Intellectual property $ 11,000 $ 11,000 Less: amortization 11,000 7,333 Net intellectual property $ - $ 3,667 Amortization expense for the iPhone application for the year ended August 31, 2015 and 2014 amounted to $3,667 and $3,666, respectively. |
DiMi Platform
DiMi Platform | 12 Months Ended |
Aug. 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 second quarter 2016. The Company has recognized a loss on impairment in the amount of $334,685 as of August 31, 2015. The impairment was due to the Dimi platform and the complications with finding suitable properties for beta testing. |
Equity
Equity | 12 Months Ended |
Aug. 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 February 20, 2014, the Company effected a 1 for 100 reverse stock split of the Company’s outstanding stock. On December 1, 2015 the Company effected a 1 for 3 reverse stock split of the Company’s outstanding stock. On January 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 3,333,333 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 5,000,000 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. The Company will issue shares of common stock at a future date for satisfaction of note. On March 13, 2014, 500,000 shares of common stock was issue to satisfy the note. On April 9, 2014, the Company entered into a Security Purchase Agreement for the sale of 80,000 share of common stock in the amount of $9,600. On April 25, 2014, the Company entered into a Security Purchase Agreement for the sale of 333,333 shares of common stock in the amount of $40,000. On June 3, 2014 the Company converted 1,000 shares of Series A Convertible Preferred Stock for 333,333 shares of common stock. On, July 8, 2015, the Company authorized to issue 250,000 shares of common stock for consulting fees in the amount of $105,000. They have been recorded in stock payable as of August 31, 2015. On, July 8, 2015, the Company authorized to issue 250,000 shares of common stock for stock based compensation in the amount of $105,000. They have been recorded in stock payable as of August 31, 2015. Warrants The Company issued 120,000 Common Stock warrants, at an exercise price of $0.17 per share, pursuant to an Asset Purchase Agreement on July 29, 2011. As of August 31, 2015 these warrants have expired. 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. As of August 31, 2015 these warrants have expired. Number of Weighted- Beginning balance September 1, 2013 126,750 $ 17 Granted Exercised Canceled or expired Outstanding at August 31, 2014 126,750 $ 17 Granted Exercised - Canceled or expired 126,750 -17 Outstanding at August 31, 2015 $ - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS On, July 8, 2015, the Company authorized to issue 250,000 shares of common stock to a board member for consulting fees in the amount of $105,000. They have been recorded in stock payable as of August 31, 2015. On, July 8, 2015, the Company authorize to issue 250,000 shares of common stock to the CEO for stock based compensation in the amount of $105,000. They have been recorded in stock payable as of August 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES As of August 31, 2015 there were no continuing commitments and contingencies. |
Taxes
Taxes | 12 Months Ended |
Aug. 31, 2015 | |
Taxes [Abstract] | |
TAXES | 8. TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company is subject to US taxes. Historically, the Company has had no net taxable income, and therefore has paid no income tax. As of August 31, 2015 and 2014, the Company had a net operating loss (NOL) carryforward of approximately $1,374,003 and $1,095,944. The NOL carryforward begins to expire in various years through 2030. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having future taxable income, a full valuation allowance has been established at August 31, 2015 to reduce the tax benefit asset value to zero. Components of net deferred tax assets, including a valuation allowance, are as follows at August 31st: 2015 2014 Deferred tax assets: Federal deferred tax assets 480,901 383,580 Valuation allowance (480,901 ) (383,580 ) Total deferred tax assets $ - $ - The valuation allowance for deferred tax assets as of August 31, 2015 and 2014 was $480,901 and $383,580, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2015 and 2014, and recorded a full valuation allowance. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On October 1, 2015, the Board of Directors and a majority of the shareholders of DiMi Telematics International, Inc. (the “ Company Reverse Split OTC Pink FINRA On October 30, 2015, the Company issued 500,000 shares of common stock in regard to the July 8, 2015 authorizations, which were recorded as stock payables as of August 31, 2015 See Note 5. |
Basis of Presentation and Nat16
Basis of Presentation and Nature of Business Operations (Policies) | 12 Months Ended |
Aug. 31, 2015 | |
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 29,150,000 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) 5,000,000 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., a Nevada corporation. During the first year of operations DTI redefined its business purpose and operation. On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8. On July 28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi Telematics Inc. On July 28, 2011, DTI entered into an asset purchase agreement for the purchase of intellectual property. DTI designs, develops and distributes Machine-to-Machine (M2M) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices. DTI is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our operating activities are centralized in three core areas: ● Sales and Marketing ● Operations DiMi ● Product Development |
Going Concern | Going Concern The accompanying financial statements have been prepared contemplating the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company has reported a net loss of $731,167 for the year ended August 31, 2015 and had an accumulated deficit of $2,062,624 as of August 31, 2015. The Company had net working capital of $175,355 as of August 31, 2015. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the aforementioned uncertainties. |
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 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting statement that reduces some of disclosures and reporting requirements for development stage companies. The change will be in effect for the interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things development stage entities will no longer be required to report inception-to-date information. The Company has elected early adoption of this pronouncement and will no longer being reporting inception-to-date information. |
Net Loss per Share | Net Loss per Share Basic loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding.. There were no outstanding warrants as of August 31, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. |
Management Estimates | 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. As of August 31 2015, I phone application has been fully amortized. |
DiMi Platform [Member] | |
Basis of Presentation and Nature of Business Operations [Line Items] | |
Intangible Assets | DiMi Platform 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. The impairment was due to the Dimi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the company recognized full impairment of the Dimi Platform and expensed $334,685 as a loss from impairment. |
Intellectual Property [Member] | |
Basis of Presentation and Nature of Business Operations [Line Items] | |
Intangible Assets | Intellectual Property Our M2M communications solutions rely on and benefit from our portfolio of intellectual property, including pending patents, trademarks, trade secrets and domain names. Intellectual property is stated at cost. When retired or otherwise disposed, 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) | 12 Months Ended |
Aug. 31, 2015 | |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of intangible assets | August 31, 2015 August 31, 2014 Intellectual property $ 2,190 $ 2,190 Less: amortization 745 614 Net intellectual property $ 1,445 $ 1,576 |
I Phone Application (Tables)
I Phone Application (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
iPhone Applications [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of intangible assets | August 31, August 31, 2014 Intellectual property $ 11,000 $ 11,000 Less: amortization 11,000 7,333 Net intellectual property $ - $ 3,667 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Equity [Abstract] | |
Schedule of outstanding and exercisable warrants | Number of Weighted- Beginning balance September 1, 2013 126,750 $ 17 Granted Exercised Canceled or expired Outstanding at August 31, 2014 126,750 $ 17 Granted Exercised - Canceled or expired 126,750 -17 Outstanding at August 31, 2015 $ - |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Taxes [Abstract] | |
Schedule of deferred tax | 2015 2014 Deferred tax assets: Federal deferred tax assets 480,901 383,580 Valuation allowance (480,901 ) (383,580 ) Total deferred tax assets $ - $ - |
Basis of Presentation and Nat21
Basis of Presentation and Nature of Business Operations (Details Textual) - Share Exchange Agreement [Member] - First Quantum Ventures [Member] | 1 Months Ended |
Oct. 28, 2011shares | |
Basis of Presentation and Nature of Business Operations (Textual) | |
Number of common stock shares issued (in shares) | 29,150,000 |
Number of issued and outstanding common stock, surrendered for cancellation (in shares) | 5,000,000 |
Basis of Presentation and Nat22
Basis of Presentation and Nature of Business Operations (Details Textual 1) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Basis of Presentation and Nature of Business Operations (Textual) | ||
Net loss | $ (731,167) | $ (394,045) |
Accumulated deficit | (2,062,624) | $ (1,331,457) |
Net working capital | $ 175,355 | |
iPhone Applications [Member] | ||
Basis of Presentation and Nature of Business Operations (Textual) | ||
Depreciated over their estimated useful lives | 3 years | |
DiMi Platform [Member] | ||
Basis of Presentation and Nature of Business Operations (Textual) | ||
Depreciated over their estimated useful lives | 5 years | |
Impairment loss | $ 334,685 | |
Intellectual Property [Member] | Minimum [Member] | ||
Basis of Presentation and Nature of Business Operations (Textual) | ||
Depreciated over their estimated useful lives | 3 years | |
Intellectual Property [Member] | Maximum [Member] | ||
Basis of Presentation and Nature of Business Operations (Textual) | ||
Depreciated over their estimated useful lives | 15 years |
Intellectual Property (Details)
Intellectual Property (Details) - Intellectual Property [Member] - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | $ 2,190 | $ 2,190 |
Less: amortization | 745 | 614 |
Net intellectual property | $ 1,445 | $ 1,576 |
Intellectual Property (Detail T
Intellectual Property (Detail Textual) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Intellectual Property (Textual) | ||
Amortization expense | $ 3,798 | $ 3,798 |
Intellectual Property [Member] | ||
Intellectual Property (Textual) | ||
Amortization expense | $ 131 | $ 132 |
I Phone Application (Details)
I Phone Application (Details) - iPhone Applications [Member] - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | $ 11,000 | $ 11,000 |
Less: amortization | $ 11,000 | 7,333 |
Net intellectual property | $ 3,667 |
I Phone Application (Detail Tex
I Phone Application (Detail Textual) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
I Phone Application (Textual) | ||
Amortization expense | $ 3,798 | $ 3,798 |
iPhone Applications [Member] | ||
I Phone Application (Textual) | ||
Payments to acquire iPhone applications | $ 11,000 | |
Amortization period | 3 years | |
Amortization expense | $ 3,667 | $ 3,666 |
DiMi Platform (Details)
DiMi Platform (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Dimi Platform (Textual) | ||
Payments to develop software | $ 93,410 | |
DiMi Platform [Member] | ||
Dimi Platform (Textual) | ||
Payments to develop software | $ 334,685 |
Equity (Details)
Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Number of Warrants | ||
Beginning balance | 126,750 | 126,750 |
Granted | ||
Exercised | ||
Canceled or expired | 126,750 | |
Ending balance | 126,750 | |
Weighted-Average Price Per Share | ||
Beginning balance | $ 17 | $ 17 |
Granted | ||
Exercised | ||
Canceled or expired | $ 17 | |
Ending balance | $ 17 |
Equity (Detail Textual)
Equity (Detail Textual) - USD ($) | Dec. 01, 2015 | Oct. 01, 2015 | Jul. 08, 2015 | Jun. 03, 2014 | Apr. 09, 2014 | Mar. 13, 2014 | Nov. 13, 2013 | Apr. 25, 2014 | Feb. 20, 2014 | Apr. 24, 2013 | Jan. 24, 2013 | Jul. 29, 2011 | Nov. 30, 2011 | Aug. 31, 2015 | Aug. 31, 2014 |
Equity (Textual) | |||||||||||||||
Common stock, shares authorized | 250,000 | 800,000,000 | 800,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||
Preferred Stock, shares authorized | 250,000 | 50,000,000 | 50,000,000 | ||||||||||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |||||||||||||
Reverse stock split | 1 for 3 | 1 for 100 | |||||||||||||
Conversion of stock, shares converted | 333,333 | ||||||||||||||
Consulting fees | $ 105,000 | $ 47,280 | $ 104,821 | ||||||||||||
Share based compensation | $ 105,000 | $ 114,625 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Reverse stock split | 1 for 3 | ||||||||||||||
Number of common stock shares issued (in shares) | 500,000 | ||||||||||||||
Class A Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Warrant issued | 33,750 | ||||||||||||||
Warrant exercise prices (in dollars per share) | $ 17 | ||||||||||||||
Class B Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Warrant issued | 33,750 | ||||||||||||||
Warrant exercise prices (in dollars per share) | $ 25 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Conversion of stock, shares converted | 1,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Number of warrant issue for under assets purchase agreement | 120,000 | ||||||||||||||
Warrant exercise prices (in dollars per share) | $ 17 | ||||||||||||||
Security Purchase Agreements [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Number of common stock shares issued (in shares) | 80,000 | 333,333 | 5,000,000 | 3,333,333 | |||||||||||
Common stock shares issued value | $ 9,600 | $ 40,000 | $ 150,000 | $ 100,000 | |||||||||||
Security Purchase Agreements [Member] | Common Stock | |||||||||||||||
Equity (Textual) | |||||||||||||||
Number of common stock shares issued (in shares) | 500,000 | ||||||||||||||
Common stock shares issued value | $ 450,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jul. 08, 2015USD ($)shares | Aug. 31, 2015USD ($)ft²shares | Aug. 31, 2014USD ($)shares |
Related Party Transactions (Textual) | |||
Common stock, shares authorized | shares | 250,000 | 800,000,000 | 800,000,000 |
Consulting fees | $ 105,000 | $ 47,280 | $ 104,821 |
Share based compensation | $ 105,000 | $ 114,625 | |
Vice President - Operations [Member] | |||
Related Party Transactions (Textual) | |||
General office space lease (In square feet) | ft² | 500 | ||
Chief Executive Officer [Member] | |||
Related Party Transactions (Textual) | |||
Common stock, shares authorized | shares | 250,000 | ||
Share based compensation | $ 105,000 |
Taxes (Details)
Taxes (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Deferred tax assets: | ||
Federal deferred tax assets | $ 480,901 | $ 383,580 |
Valuation allowance | $ (480,901) | $ (383,580) |
Total deferred tax assets |
Taxes (Details Textual)
Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Taxes (Textual) | ||
Net operating losscarryforward | $ 1,374,003 | $ 1,095,944 |
Net operating loss carryforwards expiration date | Aug. 31, 2030 | |
Valuation allowance for deferred tax assets | $ 480,901 | $ 383,580 |
Deferred tax assets net of valuation allowance |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 08, 2015shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Number of common stock shares issued (in shares) | 500,000 |