Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2015 | Jan. 29, 2016 | |
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 | Nov. 30, 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,923,907 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 |
Current assets | ||
Cash | $ 124,762 | $ 185,869 |
Prepaid expenses-stock based | 15,750 | $ 21,000 |
Prepaid expense | 2,000 | |
Total current assets | 142,512 | $ 206,869 |
Prepaid expense-stock based | 74,375 | 74,375 |
Intellectual property, net of amortization of $778 and $745, respectively | 1,412 | 1,445 |
Total assets | 218,299 | 282,689 |
Current liabilities | ||
Accounts payable and accrued liabilities | 48,216 | 31,514 |
Total current liabilities | $ 48,216 | $ 31,514 |
Stockholders' Equity | ||
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of November 30, 2015 and August 31, 2015, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 2,923,907 and 2,422,712 shares issued and outstanding as of November 30, 2015 and August 31, 2015, respectively | $ 2,923 | $ 2,423 |
Common stock payable | 210,000 | |
Additional paid in capital | $ 2,310,876 | 2,101,376 |
Accumulated deficit | (2,143,716) | (2,062,624) |
Total stockholders' equity | 170,083 | 251,175 |
Total liabilities and stockholders' equity | $ 218,299 | $ 282,689 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Amortization of intangible assets | $ 778 | $ 745 |
Series A convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, shares issued | ||
Series A convertible preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 2,923,907 | 2,422,712 |
Common stock, shares outstanding | 2,923,907 | 2,422,712 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Operating expenses: | ||
Selling, general and administrative expenses | $ 6,866 | $ 1,491 |
Payroll expense | 22,717 | 13,168 |
Professional fees | 39,692 | 23,738 |
Consulting | 11,784 | 13,355 |
Amortization expense | 33 | 950 |
Total operating expenses | 81,092 | 52,702 |
Loss from operations | (81,092) | (52,702) |
Loss before income tax | $ (81,092) | $ (52,702) |
Provision for income tax | ||
Net Loss | $ (81,092) | $ (52,702) |
Net loss per share: basic and diluted | $ (0.03) | $ (0.02) |
Weighted average shares outstanding basic and diluted | 2,596,129 | 2,422,712 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (81,092) | $ (52,702) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 33 | $ 950 |
Stock based compensation | 5,250 | |
Changes in operating assets and liabilities | ||
Accounts payable | 16,702 | |
Prepaid expense | (2,000) | |
Net Cash used in operating activities | (61,107) | $ (51,752) |
Net decrease in cash and cash equivalents | (61,107) | (51,752) |
Cash and cash equivalents at beginning of period | 185,869 | 437,772 |
Cash and cash equivalents at end of period | $ 124,762 | $ 386,020 |
Cash paid during period for | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Common stock exchanged for 1,000 shares of preferred stock | $ 1,000 | |
Common stock payable being issued | $ 210,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Nov. 30, 2014shares | |
Statement of Cash Flows [Abstract] | |
Number of common stock exchanged for preferred stock | 1,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business Operations | 3 Months Ended |
Nov. 30, 2015 | |
Basis of Presentation and Nature of Business Operations [Abstract] | |
BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS | 1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS Basis of Presentation The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended August 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of November 30, 2015, and the results of operations and cash flows for the three months ended November 30, 2015 and 2014. The results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. Name Title(s) Barry Tenzer President, Chief Executive Officer, Chief Financial Officer, Secretary and Director Roberto Fata Executive Vice President – Business Development and Director The Company accounted for the acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest. Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based on a review of these factors, the acquisition was accounted for as a reverse acquisition, i.e., the Company was considered the acquired company and DTI was considered the acquiring company for accounting purposes. As a result, the Company’s assets and liabilities were incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results do not include the Company’s results prior to the date of closing. Accordingly the accompanying financial statements are the financial statements of the DTI. In addition, the Company’s fiscal year end changed to DTI’s fiscal year end of August 31 following the closing. The Company has retroactively reflected the acquisition in DTI’s common stock in a ratio consistent with the Share Exchange. On March 15, 2012, First Quantum changed its name to DiMi Telematics International, Inc. Nature of Business Operations DTI is a development stage company formed on January 28, 2011 as Medepet Inc., a Nevada corporation. During the first year of operations DTI redefined its business purpose and operation. On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8. On July 28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi Telematics Inc. On July 28, 2011, DTI entered into an asset purchase agreement for the purchase of intellectual property. DTI designs, develops and distributes Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices. DTI is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our operating activities are centralized in three core areas: • Sales and Marketing • 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 $81,092 for the three months ended November 30, 2015 and had an accumulated deficit of $2,143,716 as of November 30, 2015. The Company has net working capital of $94,296 as of November 30, 2015. DTI’s flagship M2M solution is “ DiMi 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 of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) years. DiMi Platform When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or five (5) years. The impairment was due to the DiMi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the Company recognized full impairment of the DiMi Platform and expensed $334,685 as a loss from impairment. Intellectual Property Our M2M communications solutions rely on and benefit from our portfolio of intellectual property, including pending patents, trademarks, trade secrets and domain names. Intellectual property is stated at cost. When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) to fifteen (15) years. Revenue Recognition The Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. The Company believes the carrying amounts of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved. Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. Net Loss per Share Basic loss per share amounts is computed based on net loss divided by the weighted average number of common shares outstanding. There were no outstanding warrants as of November 30, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Intellectual Property
Intellectual Property | 3 Months Ended |
Nov. 30, 2015 | |
Intellectual Property [Abstract] | |
INTELLECTUAL PROPERTY | 2. INTELLECTUAL PROPERTY Intellectual property of the following: November 30, August 31, 2015 Intellectual property $ 2,190 $ 2,190 Less: amortization 778 745 Net intellectual property $ 1,412 $ 1,445 DTI executed an Asset Purchase Agreement on August 28, 2011 which included various types of intellectual property. Amortization expense for the three months ended November 30, 2015 and 2014 amounted to $33 and $950, respectively. |
IPhone Application
IPhone Application | 3 Months Ended |
Nov. 30, 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 application is $11,000 and is being amortized over a three year period. November 30, August 31, Intellectual property $ 11,000 $ 11,000 Less: amortization 11,000 11,000 Net intellectual property $ $ – Amortization expense for the iPhone application for the three months ended November 30, 2015 and 2014 amounted to $0 and $917, respectively. As of August 31, 2015, the iPhone application is fully amortized. |
DiMi Platform
DiMi Platform | 3 Months Ended |
Nov. 30, 2015 | |
Dimi Platform [Abstract] | |
DiMi PLATFORM | 4. DiMi PLATFORM The Company has contracted for the development of software to develop and distribute Machine-to-Machine (“M2M”) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Completion of the software is anticipated to be implemented by the second quarter 2016. The Company has recognized a loss on impairment in the amount of $334,685 as of August 31, 2015. The impairment was due to the DiMi platform and the complications with finding suitable properties for beta testing |
Equity
Equity | 3 Months Ended |
Nov. 30, 2015 | |
Equity [Abstract] | |
EQUITY | 5. EQUITY Common Stock The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001. On October 1, 2015, the Board of Directors approved an amendment of the Company’s Articles of Incorporation to effect a 1 for 3 reverse stock split of the Company’s outstanding common stock. The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the reverse split have been converted into one (1) share of common stock. The effect of the reverse stock split has been applied retroactively throughout this document. On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for consulting fees in the aggregate amount of $105,000. The shares were issued on October 30, 2015. On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for stock based compensation in the aggregate amount of $105,000. The shares were issued on October 30, 2015. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 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 of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES As of November 30, 2015 there are no continuing commitments and contingencies. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On October 1, 2015, the Board of Directors and a majority of the shareholders of DiMi Telematics International, Inc. (the “Company”) approved an amendment of the Company’s Articles of Incorporation to effect a 1 for 3 reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on the OTC Pink tier (the “OTC Pink”) operated by the OTC Markets Group, Inc. on December 1, 2015, having been approved by the Financial Industry Regulatory Authority, Inc. (“FINRA”) on November 30, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock, with all fractional shares rounded up to the nearest whole number thereof and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been adjusted accordingly. The effect of the reverse stock split has been applied retroactively throughout this document. |
Basis of Presentation and Nat15
Basis of Presentation and Nature of Business Operations (Policies) | 3 Months Ended |
Nov. 30, 2015 | |
Basis of Presentation and Nature of Business Operations [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended August 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of November 30, 2015, and the results of operations and cash flows for the three months ended November 30, 2015 and 2014. The results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. Name Title(s) Barry Tenzer President, Chief Executive Officer, Chief Financial Officer, Secretary and Director Roberto Fata Executive Vice President – Business Development and Director The Company accounted for the acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest. Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based on a review of these factors, the acquisition was accounted for as a reverse acquisition, i.e., the Company was considered the acquired company and DTI was considered the acquiring company for accounting purposes. As a result, the Company’s assets and liabilities were incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results do not include the Company’s results prior to the date of closing. Accordingly the accompanying financial statements are the financial statements of the DTI. In addition, the Company’s fiscal year end changed to DTI’s fiscal year end of August 31 following the closing. The Company has retroactively reflected the acquisition in DTI’s common stock in a ratio consistent with the Share Exchange. On March 15, 2012, First Quantum changed its name to DiMi Telematics International, Inc. |
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 a continuation of the Company as a going concern. However, the Company has reported a net loss of $81,092 for the three months ended November 30, 2015 and had an accumulated deficit of $2,143,716 as of November 30, 2015. The Company has net working capital of $94,296 as of November 30, 2015. DTI’s flagship M2M solution is “ DiMi 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. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. The Company believes the carrying amounts of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. |
Net Loss per Share | Net Loss per Share Basic loss per share amounts is computed based on net loss divided by the weighted average number of common shares outstanding. There were no outstanding warrants as of November 30, 2015. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. |
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 of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) years. |
DiMi Platform [Member] | |
Basis of Presentation and Nature of Business Operations [Line Items] | |
Intangible Assets | DiMi Platform When retired or otherwise disposed of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or five (5) years. The impairment was due to the DiMi platform and the complications with finding suitable properties for beta testing. As of August 31, 2015, the Company recognized full impairment of the DiMi Platform and expensed $334,685 as a loss from impairment. |
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 of, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful life, or three (3) to fifteen (15) years. |
Intellectual Property (Tables)
Intellectual Property (Tables) | 3 Months Ended |
Nov. 30, 2015 | |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of intangible assets | November 30, August 31, 2015 Intellectual property $ 2,190 $ 2,190 Less: amortization 778 745 Net intellectual property $ 1,412 $ 1,445 |
IPhone Application (Tables)
IPhone Application (Tables) | 3 Months Ended |
Nov. 30, 2015 | |
iPhone Applications [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of intangible assets | November 30, August 31, Intellectual property $ 11,000 $ 11,000 Less: amortization 11,000 11,000 Net intellectual property $ $ – |
Basis of Presentation and Nat18
Basis of Presentation and Nature of Business Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | Aug. 31, 2015 | |
Basis of Presentation and Nature of Business Operations (Textual) | |||
Net loss | $ (81,092) | $ (52,702) | |
Accumulated deficit | (2,143,716) | $ (2,062,624) | |
Net working capital | 94,296 | ||
FDIC insurance | $ 250,000 | ||
iPhone Applications [Member] | |||
Basis of Presentation and Nature of Business Operations (Textual) | |||
Depreciated over their estimated useful lives | 3 years | ||
DiMi Platform [Member] | |||
Basis of Presentation and Nature of Business Operations (Textual) | |||
Depreciated over their estimated useful lives | 5 years | ||
Impairment loss | $ 334,685 | ||
Intellectual Property [Member] | Minimum [Member] | |||
Basis of Presentation and Nature of Business Operations (Textual) | |||
Depreciated over their estimated useful lives | 3 years | ||
Intellectual Property [Member] | Maximum [Member] | |||
Basis of Presentation and Nature of Business Operations (Textual) | |||
Depreciated over their estimated useful lives | 15 years |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: amortization | $ 778 | $ 745 |
Net intellectual property | 1,412 | 1,445 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 2,190 | 2,190 |
Less: amortization | 778 | 745 |
Net intellectual property | $ 1,412 | $ 1,445 |
Intellectual Property (Detail T
Intellectual Property (Detail Textual) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Intellectual Property (Textual) | ||
Amortization expense | $ 33 | $ 950 |
IPhone Application (Details)
IPhone Application (Details) - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: amortization | $ 778 | $ 745 |
Net intellectual property | 1,412 | 1,445 |
iPhone Applications [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 11,000 | 11,000 |
Less: amortization | $ 11,000 | $ 11,000 |
Net intellectual property |
IPhone Application (Detail Text
IPhone Application (Detail Textual) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
IPhone Application (Textual) | ||
Amortization expense | $ 33 | $ 950 |
iPhone Applications [Member] | ||
IPhone Application (Textual) | ||
Payments to acquire iPhone applications | $ 11,000 | |
Amortization period | 3 years | |
Amortization expense | $ 0 | $ 917 |
DiMi Platform (Details)
DiMi Platform (Details) | 12 Months Ended |
Aug. 31, 2015USD ($) | |
DiMi Platform [Member] | |
Dimi Platform (Textual) | |
Loss on impairment | $ 334,685 |
Equity (Detail)
Equity (Detail) - USD ($) | Jul. 08, 2015 | Oct. 01, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | Aug. 31, 2015 |
Equity (Textual) | |||||
Common stock, shares authorized | 250,000 | 800,000,000 | 800,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |||
Reverse stock split | 1 for 3 | ||||
Consulting fees | $ 105,000 | $ 11,784 | $ 13,355 | ||
Share based compensation | $ (105,000) | $ 5,250 |
Related Party Transactions (Det
Related Party Transactions (Details) | Nov. 30, 2015ft² |
Vice President - Operations [Member] | |
Related Party Transactions (Textual) | |
General office space lease (In square feet) | 500 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Oct. 01, 2015 | |
Subsequent Events (Textual) | |
Reverse stock split | 1 for 3 |