Bespoke Extracts (BSPK) 10-Q 20 Jan 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2016	Jan. 20, 2017
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, 2016
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,922,712

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Current assets
Cash	$ 14,488	$ 431
Total current assets	14,488	431
Intellectual property, net of amortization of $909 and $876, respectively	1,281	1,314
Total assets	15,769	1,745
Current liabilities
Accounts payable and accrued liabilities	56,060	69,426
Accounts payable - related party		14,609
Note payable - related party	116,000	31,500
Total current liabilities	172,060	115,535
Stockholders' Deficit
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively
Common stock, $0.001 par value: 800,000,000 authorized; 2,922,712 and 2,922,712 shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively	2,923	2,923
Additional paid-in capital	2,310,876	2,310,876
Accumulated deficit	(2,470,090)	(2,427,589)
Total stockholders' deficit	(156,291)	(113,790)
Total liability and stockholders' deficit	$ 15,769	$ 1,745

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Statement of Financial Position [Abstract]
Amortization of intangible assets	$ 909	$ 876
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	2,922,712	2,922,712
Common stock, shares outstanding	2,922,712	2,922,712

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Operating expenses
Selling, general and administrative expenses	$ 8,452	$ 6,866
Payroll expense	24,563	22,717
Professional fees	8,613	39,692
Consulting		11,784
Amortization expense	33	33
Total operating expenses	41,661	81,092
Loss from operations	(41,661)	(81,092)
Other expense
Interest expense	(840)
Total other expense	(840)
Loss before income tax	(42,501)	(81,092)
Provision for income tax
Net Loss	$ (42,501)	$ (81,092)
Net loss per share: basic and diluted	$ (0.01)	$ (0.03)
Weighted average shares outstanding basic and diluted	2,922,712	2,956,129

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Cash flows from operating activities
Net loss	$ (42,501)	$ (81,092)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	33	33
Stock based compensation		5,250
Changes in operating assets and liabilities
Accounts payable	(14,206)	16,702
Accounts payable - related party	(14,609)
Accrued interest expense	840
Prepaid expense		(2,000)
Net Cash used in operating activities	(70,443)	(61,107)
Cash flow from financing activities
Payments for note payable - related party	(5,500)
Proceeds from note payable - related party	90,000
Net cash provided by financing activities	84,500
Net increase (decrease) in cash and cash equivalents	14,057	(61,107)
Cash and cash equivalents at beginning of period	431	185,869
Cash and cash equivalents at end of period	14,488	124,762
Cash paid during period for
Cash paid for interest
Cash paid for income taxes

Basis of Presentation

Basis of Presentation	3 Months Ended
	Nov. 30, 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”), 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 annual report on Form 10-K for the fiscal year ended August 31, 2016. 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, 2016, and the results of operations and cash flows for the three months ended November 30, 2016 and 2015. The results of operations for the three months ended November 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year. 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 $42,501 for the three months ended November, 2016 and had a working capital deficit of $157,572 as of November 30, 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	3 Months Ended
	Nov. 30, 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 one (1) for three (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 quarterly report. 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. On October 30, 2015, the Company issued the 500,000 shares of common stock granted on July 8, 2015 to settle the common stock payable of $210,000.

Note Payable Relared Party

Note Payable Relared Party	3 Months Ended
	Nov. 30, 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 matured six months from the date of issuance. On July 5, 2016, the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November 17, 2016, the Company repaid the principal amount of the note, or$5,500. The changes in notes payable to related party consisted of the following during the year ending November 30, 2016: November 30, August 31, 2016 Notes payable – related party at beginning of period $ 5,500 $ - Payments on notes payable – related party (5,500 ) - Borrowings on notes payable – related party - 5,500 Convertible debenture – related party at end of period $ - $ 5,500 On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. On October 27, 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. On November 14, 2016, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $80,000 which matures six months from the date of issuance The changes in notes payable to related party consisted of the following during the year ended November 30, 2016: November 30, August 31, 2016 Notes payable – related party at beginning of period $ 26,000 $ - Payments on notes payable – related party - - Borrowings on notes payable – related party 90,000 26,000 Convertible debenture – related party at end of period $ 116,000 $ 26,000

Related Party Transactions

Related Party Transactions	3 Months Ended
	Nov. 30, 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 our Vice President – Operations. On April 27, 2016, the Company issued our CEO two 7% unsecured promissory note in the aggregate amount of $5,500 which matured six months from the date of issuance Both notes have been paid off and the remaining principal amount is $0. On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. As of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of November 30, 2016 the accounts payable – related party has been paid and currently has a balance of $0. On October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six months from the date of issuance. One November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Nov. 30, 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”), 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 annual report on Form 10-K for the fiscal year ended August 31, 2016. 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, 2016, and the results of operations and cash flows for the three months ended November 30, 2016 and 2015. The results of operations for the three months ended November 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year. 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 $42,501 for the three months ended November, 2016 and had a working capital deficit of $157,572 as of November 30, 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)	3 Months Ended
	Nov. 30, 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 year ending November 30, 2016: November 30, August 31, 2016 Notes payable – related party at beginning of period $ 5,500 $ - Payments on notes payable – related party (5,500 ) - Borrowings on notes payable – related party - 5,500 Convertible debenture – related party at end of period $ - $ 5,500 The changes in notes payable to related party consisted of the following during the year ended November 30, 2016: November 30, August 31, 2016 Notes payable – related party at beginning of period $ 26,000 $ - Payments on notes payable – related party - - Borrowings on notes payable – related party 90,000 26,000 Convertible debenture – related party at end of period $ 116,000 $ 26,000

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Basis of Presentation (Textual)
Net loss	$ (42,501)	$ (81,092)
Working capital deficit	$ 157,572

Equity (Details)

Equity (Details) - USD ($)	Oct. 30, 2015	Jul. 08, 2015	Oct. 01, 2015	Nov. 30, 2016	Aug. 31, 2016
Equity (Textual)
Common stock, shares authorized				800,000,000	800,000,000
Common stock, par value				$ 0.001	$ 0.001
Preferred Stock, shares authorized				50,000,000	50,000,000
Preferred Stock, par value				$ 0.001	$ 0.001
Reverse stock split			1 for 3
Stock issued during period, value	$ 210,000
Stock issued during period, shares	500,000
Consulting Fees [Member]
Equity (Textual)
Stock issued during period, value		$ 105,000
Stock issued during period, shares		250,000
Stock Based Compensation [Member]
Equity (Textual)
Stock issued during period, value		$ 105,000
Stock issued during period, shares		250,000

Note Payable Relared Party (Det

Note Payable Relared Party (Details) - 7% unsecured promissory note [Member] - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2016	Aug. 31, 2016
Shareholder [Member]
Debt Instrument [Line Items]
Notes payable - related party at beginning of period	$ 26,000
Payments on notes payable - related party
Borrowings on notes payable - related party	90,000	26,000
Convertible debenture - related party at end of period	116,000	26,000
CEO [Member]
Debt Instrument [Line Items]
Notes payable - related party at beginning of period	5,500
Payments on notes payable - related party	(5,500)
Borrowings on notes payable - related party		5,500
Convertible debenture - related party at end of period		$ 5,500

Note Payable Relared Party (D15

Note Payable Relared Party (Details Textual) - 7% unsecured promissory note [Member] - USD ($)	Nov. 14, 2016	Oct. 27, 2016	Aug. 15, 2016	Jul. 05, 2016	May 17, 2016	Apr. 27, 2016
Lyle Hauser [Member]
Debt Instrument [Line Items]
Unsecured promissory note issued	$ 80,000	$ 10,000	$ 16,000		$ 10,000
CEO [Member]
Debt Instrument [Line Items]
Unsecured promissory note issued				$ 3,000		$ 2,500
Repaid of principal amount	$ 5,500

Related Party Transactions (Det

Related Party Transactions (Details)	Nov. 30, 2016USD ($)ft²	Nov. 14, 2016USD ($)	Oct. 27, 2016USD ($)	Aug. 31, 2016USD ($)	Aug. 15, 2016USD ($)	Jul. 05, 2016USD ($)	May 17, 2016USD ($)	Apr. 27, 2016USD ($)
Related Party Transactions (Textual)
Accounts payable related party				$ 14,609
CEO [Member]
Related Party Transactions (Textual)
Accounts payable related party	$ 0
Related party outstanding payable				$ 14,609
7% unsecured promissory note [Member] | Lyle Hauser [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued		$ 80,000	$ 10,000		$ 16,000		$ 10,000
7% unsecured promissory note [Member] | CEO [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued						$ 3,000		$ 2,500
7% unsecured promissory note [Member] | CEO two [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued								5,500
Principal amount								$ 0
Vice President - Operations [Member]
Related Party Transactions (Textual)
General office space lease (In square feet) | ft²	500