Bespoke Extracts (BSPK) 10-Q 19 Apr 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Feb. 29, 2016	Apr. 19, 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	Feb. 29, 2016
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,923,907

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Feb. 29, 2016	Aug. 31, 2015
Current assets
Cash	$ 34,024	$ 185,869
Prepaid expenses-stock based		21,000
Total current assets	$ 34,024	206,869
Prepaid expense-stock based		74,375
Intellectual property, net of amortization of $811 and $745, respectively	$ 1,379	1,445
Total assets	35,403	282,689
Current liabilities
Accounts payable and accrued liabilities	24,200	31,514
Total current liabilities	$ 24,200	$ 31,514
Stockholders' Equity
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of February 29, 2016 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 February 29, 2016 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	(2,302,596)	(2,062,624)
Total stockholders' equity	11,203	251,175
Total liabilities and stockholders' equity	$ 35,403	$ 282,689

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	Feb. 29, 2016	Aug. 31, 2015
Statement of Financial Position [Abstract]
Amortization of intangible assets	$ 811	$ 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

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 29, 2016	Feb. 28, 2015	Feb. 29, 2016	Feb. 28, 2015
Operating expenses:
Selling, general and administrative expenses	$ 3,926	$ 6,385	$ 10,793	$ 11,106
Payroll expense	22,295	36,331	41,512	49,500
Professional fees	47,692	45,000	69,692	68,738
Consulting	106,125	8,000	117,909	21,355
Amortization expense	33	950	66	1,899
Total operating expenses	180,071	96,666	239,972	152,598
Loss from operations	(180,071)	(96,666)	(239,972)	(152,598)
Loss before income tax	$ (180,071)	$ (96,666)	$ (239,972)	$ (152,598)
Provision for income tax
Net Loss	$ (180,071)	$ (96,666)	$ (239,972)	$ (152,598)
Net loss per share: basic and diluted	$ (0.06)	$ (0.01)	$ (0.09)	$ (0.02)
Weighted average shares outstanding basic and diluted	2,923,907	7,268,136	2,784,756	7,268,136

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Feb. 29, 2016	Feb. 28, 2015
Cash flows from operating activities
Net loss	$ (239,972)	$ (152,598)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	66	1,899
Changes in operating assets and liabilities
Accounts payable	(7,314)	$ 3,365
Prepaid expense	95,375
Net Cash used in operating activities	(151,845)	$ (147,334)
Net increase in cash and cash equivalents	(151,845)	(147,334)
Cash and cash equivalents at beginning of period	185,869	437,772
Cash and cash equivalents at end of period	$ 34,024	$ 290,438
Cash paid during period for
Cash paid for interest
Cash paid for income taxes
Noncash investing and financing activities:
Common stock payable being issued	$ 210,000

Basis of Presentation and Natur

Basis of Presentation and Nature of Business Operations	6 Months Ended
	Feb. 29, 2016
Basis of Presentation and Nature of Business Operations [Abstract]
BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS	1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS Basis of Presentation The accompanying unaudited condensed consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “ Company 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 (the “Share Exchange”). On March 15, 2012, First Quantum changed its name to DiMi Telematics International, Inc. Certain prior period amounts have been reclassified to conform to current period presentation. Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $239,972 for the six months ended February 29, 2016 and had an accumulated deficit of $2,302,596 as of February 29, 2016. These conditions raise significant doubt about our ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed."

Equity

Equity	6 Months Ended
	Feb. 29, 2016
Equity [Abstract]
EQUITY	2. 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 and a majority of the Company’s shareholders 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 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 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 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 amount of $105,000. The shares were issued on October 30, 2015. $114,625 was expensed under these stock awards during the year ended August 31, 2015 and the remaining $95,375 was expensed during the six months ended February 29, 2016.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Feb. 29, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	3. RELATED PARTY TRANSACTIONS We currently lease approximately 500 square feet of general office space at 290 Lenox Avenue, New York, NY 10027 from Roberto Fata, our Vice President – Business Development and Director.

Basis of Presentation and Natu9

Basis of Presentation and Nature of Business Operations (Policies)	6 Months Ended
	Feb. 29, 2016
Basis of Presentation and Nature of Business Operations [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “ Company 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 (the “Share Exchange”). On March 15, 2012, First Quantum changed its name to DiMi Telematics International, Inc. Certain prior period amounts have been reclassified to conform to current period presentation.
Going Concern	Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $239,972 for the six months ended February 29, 2016 and had an accumulated deficit of $2,302,596 as of February 29, 2016. These conditions raise significant doubt about our ability to continue as a going concern.

Basis of Presentation and Nat10

Basis of Presentation and Nature of Business Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 29, 2016	Feb. 28, 2015	Feb. 29, 2016	Feb. 28, 2015	Aug. 31, 2015
Basis of Presentation and Nature of Business Operations (Textual)
Net loss	$ (180,071)	$ (96,666)	$ (239,972)	$ (152,598)
Accumulated deficit	$ (2,302,596)		$ (2,302,596)		$ (2,062,624)

Equity (Details)

Equity (Details) - USD ($)	Jul. 08, 2015	Oct. 01, 2015	Feb. 29, 2016	Feb. 28, 2015	Feb. 29, 2016	Feb. 28, 2015	Aug. 31, 2015
Equity (Textual)
Common stock, shares authorized	250,000		800,000,000		800,000,000		800,000,000
Common stock, par value			$ 0.001		$ 0.001		$ 0.001
Preferred Stock, shares authorized			50,000,000		50,000,000		50,000,000
Preferred Stock, par value			$ 0.001		$ 0.001		$ 0.001
Reverse stock split		1 for 3
Consulting	$ 105,000		$ 106,125	$ 8,000	$ 117,909	$ 21,355
Share based compensation	$ 105,000				$ 95,375		$ 114,625

Related Party Transactions (Det

Related Party Transactions (Details)	Feb. 29, 2016ft²
Vice President - Operations [Member]
Related Party Transactions (Textual)
General office space lease (In square feet)	500