Bespoke Extracts (BSPK) 10-Q 13 Jul 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May 31, 2016	Jul. 12, 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	May 31, 2016
Document Fiscal Period Focus	Q3
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 ($)	May 31, 2016	Aug. 31, 2015
Current assets
Cash	$ 4,311	$ 185,869
Prepaid expenses-stock based		21,000
Total current assets	4,311	206,869
Prepaid expense-stock based		74,375
Intellectual property, net of amortization of $844 and $745, respectively	1,346	1,445
Total assets	5,657	282,689
Current liabilities
Accounts payable and accrued liabilities	51,215	31,514
Notes payable - related parties	12,500
Total current liabilities	63,715	31,514
Stockholders' Equity (Deficit)
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of May 31, 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 May 31, 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	(2,371,857)	(2,062,624)
Total stockholders' equity (deficit)	(58,058)	251,175
Total liabilities and stockholders' equity (deficit)	$ 5,657	$ 282,689

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	May 31, 2016	Aug. 31, 2015
Statement of Financial Position [Abstract]
Amortization of intangible assets	$ 844	$ 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		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
Operating expenses
Selling, general and administrative expenses	$ 4,869	$ 10,055	$ 15,662	$ 21,160
Payroll expense	21,124	22,717	62,636	72,217
Professional fees	38,500	17,900	108,192	86,638
Consulting	4,675	10,300	122,584	31,655
Amortization expense	33	950	99	2,849
Total operating expenses	69,201	61,922	309,173	214,519
Loss from operations	(69,201)	(61,922)	(309,173)	(214,519)
Other expenses
Interest expense	(60)		(60)
Total other expenses	(60)		(60)
Loss before income tax	(69,261)	(61,922)	(309,233)	(214,519)
Provision for income tax
Net Loss	$ (69,261)	$ (61,922)	$ (309,233)	$ (214,519)
Net loss per share: basic and diluted	$ (0.02)	$ (0.03)	$ (0.11)	$ (0.09)
Weighted average shares outstanding basic and diluted	2,923,907	2,422,712	2,815,848	2,422,712

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015
Cash flows from operating activities
Net loss	$ (309,233)	$ (214,519)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	99	2,849
Changes in operating assets and liabilities
Accounts payable	19,641	10,374
Accrued interest expense	60
Prepaid expense	95,375
Net Cash used in operating activities	(194,058)	(201,296)
Cash flow from financing activities
Proceeds from note payable, related party	12,500
Net Cash from financing activities	12,500
Net decrease in cash and cash equivalents	(181,558)	(201,296)
Cash and cash equivalents at beginning of period	185,869	437,772
Cash and cash equivalents at end of period	4,311	236,476
Cash paid during period for
Cash paid for interest
Cash paid for income taxes
Noncash investing and financing activitis:
Common stock payable being issued	$ 210,000

Basis of Presentation

Basis of Presentation	9 Months Ended
	May 31, 2016
Basis of Presentation [Abstract]
BASIS OF PRESENTATION	1. 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 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 $309,233 for the nine months ended May 31, 2016 and had a working capital deficit of $59,404 as of May 31, 2016. These conditions raise substantial 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	9 Months Ended
	May 31, 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 nine months ended May 31, 2016.

Note Payable Relared Party

Note Payable Relared Party	9 Months Ended
	May 31, 2016
Note Payable - Relared Party [Abstract]
NOTE PAYABLE - RELATED PARTY	2. NOTE PAYABLE – RELATED PARTY On April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matures six months from the date of issuance. The changes in notes payable to related party consisted of the following during the nine months ended May 31, 2016: Nine Months Ended May 31, Notes payable – related party at beginning of period $ - Borrowings on notes payable – related party 2,500 Notes payable – related party at end of period 2,500 On May 17, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months from the date of issuance. The changes in notes payable to related party consisted of the following during the nine months ended May 31, 2016: Nine Months Ended March 31, Notes payable – related party at beginning of period $ - Borrowings on notes payable – related party 10,000 Notes payable – related party at end of period 10,000

Related Party Transactions

Related Party Transactions	9 Months Ended
	May 31, 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. On April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matures six months from the date of issuance. On May 17, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months from the date of issuance.

Basis of Presentation (Policies

Basis of Presentation (Policies)	9 Months Ended
	May 31, 2016
Basis of Presentation [Abstract]
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 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 $309,233 for the nine months ended May 31, 2016 and had a working capital deficit of $59,404 as of May 31, 2016. These conditions raise substantial 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.

Note Payable Relared Party (Tab

Note Payable Relared Party (Tables)	9 Months Ended
	May 31, 2016
Note Payable - Relared Party [Abstract]
Schedule of notes payable to related party	The changes in notes payable to related party consisted of the following during the nine months ended May 31, 2016: Nine Months Ended May 31, Notes payable – related party at beginning of period $ - Borrowings on notes payable – related party 2,500 Notes payable – related party at end of period 2,500 The changes in notes payable to related party consisted of the following during the nine months ended May 31, 2016: Nine Months Ended March 31, Notes payable – related party at beginning of period $ - Borrowings on notes payable – related party 10,000 Notes payable – related party at end of period 10,000

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
Basis of Presentation (Textual)
Net loss	$ (69,261)	$ (61,922)	$ (309,233)	$ (214,519)
working capital deficit	$ 59,404		$ 59,404

Equity (Details)

Equity (Details) - USD ($)	Jul. 08, 2015	Oct. 01, 2015	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 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		$ 4,675	$ 10,300	$ 122,584	$ 31,655
Share based compensation	$ 105,000				$ 95,375		$ 114,625

Note Payable Relared Party (Det

Note Payable Relared Party (Details) - 7% unsecured promissory note [Member]	9 Months Ended
	May 31, 2016USD ($)
Shareholder [Member]
Debt Instrument [Line Items]
Notes payable - related party at beginning of period
Borrowings on notes payable - related party	10,000
Notes payable - related party at end of period	10,000
CEO [Member]
Debt Instrument [Line Items]
Notes payable - related party at beginning of period
Borrowings on notes payable - related party	2,500
Notes payable - related party at end of period	$ 2,500

Note Payable Relared Party (D15

Note Payable Relared Party (Details Textual) - USD ($)	May 17, 2016	Apr. 27, 2016
7% unsecured promissory note [Member]
Debt Instrument [Line Items]
Unsecured promissory note issued	$ 10,000	$ 2,500

Related Party Transactions (Det

Related Party Transactions (Details)	May 31, 2016ft²	May 17, 2016USD ($)	Apr. 27, 2016USD ($)
7% unsecured promissory note [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued | $		$ 10,000	$ 2,500
Vice President - Operations [Member]
Related Party Transactions (Textual)
General office space lease (In square feet) | ft²	500