UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended February 28, 2015
Commission
file number: 000-52759
DIMI
TELEMATICS INTERNATIONAL, INC.
(Name
of registrant as specified in its charter)
Nevada |
|
20-4743354 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
290
Lenox Avenue, New York, NY10027 |
(Address
of principal executive offices)(Zip Code) |
(855)
633 - 3738
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No
☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer
|
☐ |
Smaller
reporting company |
☒ |
(Do not check if smaller reporting company) |
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
As
of April 14, 2015, there were 7,268,136 shares of common stock outstanding.
TABLE
OF CONTENTS
|
|
|
|
Page
No. |
PART
I - FINANCIAL INFORMATION |
Item 1. |
|
Financial
Statements. |
|
4 |
Item 2. |
|
Management’s
Discussion and Analysis of Financial Condition and Plan of Operations. |
|
14 |
Item 3. |
|
Quantitative
and Qualitative Disclosures About Market Risk. |
|
17 |
Item 4 |
|
Controls
and Procedures. |
|
18 |
PART
II - OTHER INFORMATION |
|
Item 1. |
|
Legal
Proceedings. |
|
19 |
Item 1A. |
|
Risk
Factors. |
|
19 |
Item 2. |
|
Unregistered
Sales of Equity Securities and Use of Proceeds. |
|
19 |
Item 3. |
|
Defaults
Upon Senior Securities. |
|
19 |
Item 4. |
|
Mine
Safety Disclosures |
|
19 |
Item 5. |
|
Other
Information. |
|
19 |
Item 6. |
|
Exhibits. |
|
19 |
PART
I - FINANCIAL INFORMATION
These
unaudited financial statements have been prepared by the registrant, pursuant to the rules and regulations of the Securities and
Exchange Commission. These financial statements and the notes attached hereto should be read in conjunction with the financial
statements and notes included in the registrant’s Form 10-K for its fiscal year ended August 31, 2014 as filed with the
SEC on December 15, 2014. In the opinion of the registrant, all adjustments, including normal recurring adjustments necessary
to present fairly the financial position of the Company, as of February 28, 2015 and August 31, 2014 and the results of its operations
and cash flows for the periods then ended have been included. The results of operations for the interim period are not necessarily
indicative of the results for the full year.
ITEM 1. |
FINANCIAL STATEMENTS |
Dimi Telematics International,
Inc.
Condensed Consolidated Balance
Sheet
(unaudited)
| |
February 28, | | |
August 31, | |
Assets | |
2015 | | |
2014 | |
Current assets | |
| | |
| |
Cash | |
$ | 290,438 | | |
$ | 437,772 | |
Total current assets | |
| 290,438 | | |
| 437,772 | |
| |
| | | |
| | |
DiMi Platform | |
| 334,685 | | |
| 334,685 | |
iPhone applications, net of amortization of $9,167 and $7,333, respectively | |
| 1,833 | | |
| 3,667 | |
Intellectual property, net of amortization of $679 and $614, respectively | |
| 1,511 | | |
| 1,576 | |
Total assets | |
$ | 628,467 | | |
$ | 777,700 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 8,723 | | |
$ | 5,358 | |
Total current liabilities | |
| 8,723 | | |
| 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 February 28, 2015 and August 31, 2014,
respectively | |
| - | | |
| - | |
Common stock, $0.001 par value: 800,000,000 authorized; 7,268,136 shares issued and outstanding as of February 28, 2015 and August 31, 2014, respectively | |
| 7,268 | | |
| 7,268 | |
Additional paid in capital | |
| 2,096,531 | | |
| 2,096,531 | |
Accumulated deficit | |
| (1,484,055 | ) | |
| (1,331,457 | ) |
Total stockholders' equity | |
| 619,744 | | |
| 772,342 | |
Total liability and stockholders' equity | |
$ | 628,467 | | |
$ | 777,700 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Dimi Telematics International,
Inc.
Condensed Consolidated Statements
of Operations
(unaudited)
| |
For the | | |
For the | | |
For the | | |
For the | |
| |
three months | | |
three months | | |
six months | | |
six months | |
| |
ended | | |
ended | | |
ended | | |
ended | |
| |
February 28, | | |
February 28, | | |
February 28, | | |
February 28, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 95,716 | | |
| 143,298 | | |
| 150,699 | | |
| 228,352 | |
Amortization expense | |
| 950 | | |
| 950 | | |
| 1,899 | | |
| 1,899 | |
Total operating expenses | |
| 96,666 | | |
| 144,248 | | |
| 152,598 | | |
| 230,251 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before income tax | |
| (96,666 | ) | |
| (144,248 | ) | |
| (152,598 | ) | |
| (230,251 | ) |
Provision for income tax | |
| - | | |
| - | | |
| - | | |
| - | |
Net Loss | |
$ | (96,666 | ) | |
$ | (144,248 | ) | |
$ | (152,598 | ) | |
$ | (230,251 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share: basic and diluted | |
$ | (0.01 | ) | |
$ | (0.04 | ) | |
$ | (0.02 | ) | |
$ | (0.07 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average share outstanding basic and diluted | |
| 7,268,136 | | |
| 3,528,136 | | |
| 7,268,136 | | |
| 3,528,136 | |
The accompanying notes are
an integral part of these condensed consolidated financial statements.
Dimi Telematics International,
Inc.
Condensed Consolidated Statements
of Cash Flows
(unaudited)
| |
For the | | |
For the | |
| |
six months | | |
six months | |
| |
ended | | |
ended | |
| |
February 28, | | |
February 28, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities | |
| | |
| |
Net loss | |
$ | (152,598 | ) | |
$ | (230,251 | ) |
Adjustments to reconcile
net loss to net cash used in operating activities | |
| | | |
| | |
Amortization expense | |
| 1,899 | | |
| 1,899 | |
Changes in operating
assets and liabilities | |
| | | |
| | |
Accounts payable | |
| 3,365 | | |
| (12,964 | ) |
Accounts payable
- related party | |
| - | | |
| (4,500 | ) |
Net Cash used in
operating activities | |
| (147,334 | ) | |
| (245,816 | ) |
| |
| | | |
| | |
Cash flows from investing
activities | |
| | | |
| | |
DiMi platform | |
| - | | |
| (86,510 | ) |
Net cash used in
investing activities | |
| - | | |
| (86,510 | ) |
| |
| | | |
| | |
Cash flow from financing
activities | |
| | | |
| | |
Proceeds from
short term loan | |
| - | | |
| 450,000 | |
Net
cash provided by financing activities | |
| - | | |
| 450,000 | |
| |
| | | |
| | |
Net increase in cash and cash equivalents | |
| (147,334 | ) | |
| 117,674 | |
Cash and cash
equivalents at beginning of period | |
| 437,772 | | |
| 437,970 | |
Cash and cash equivalents
at end of period | |
$ | 290,438 | | |
$ | 555,644 | |
Supplemental disclosure
of cash flow information | |
| | | |
| | |
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 | |
The accompanying notes
are an integral part of these condensed consolidated financial statements.
DiMi
Telematics International, Inc.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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”), 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 condensed 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, 2014. In the
opinion of management, these unaudited condensed 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 February 28, 2015, and
the results of operations and cash flows for the six months ended February 28, 2015 and 2014. The results of operations for the
six months ended February 28, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year.
On
October 28, 2011 First Quantum Ventures, Inc. (“First Quantum”) entered into a Share Exchange Agreement (the
“Exchange Agreement”) with DiMi Telematics, Inc. shareholders. Pursuant to the Exchange Agreement, First Quantum
issued 874,500 shares of common stock (pre-split) in exchange (the “Share Exchange”) for all outstanding shares
DiMi Telematics, Inc. (“DTI”). As a result of the Exchange Agreement, DTI became a subsidiary of
First Quantum. 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) 150,000 shares of the Company’s issued
and outstanding 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 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
was formed on January 28, 2011 as Medepet Inc. as a Nevada corporation. During its first year of operations DTI redefined
its business purpose and operation. On June 30, 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 10, 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 Company’s
operating activities are centralized in three core areas:
● |
Sales
and Marketing, which will employ both direct and indirect sales models utilizing an in-house business development team,
partners and resellers and self-service through a service on-demand web interface. |
● |
Operations,
which will be responsible for managing daily activities related to monitoring and administering our cloud-based server operations;
24/7 client service/help desk; professional services and installation support; and quality assurance and testing of our DiMi
software and hosting platform, as well as the implementation and ongoing administration of our hosted clients’ M2M
communications platforms. |
● |
Product
Development, which will be charged with enhancing our existing M2M software applications and services and introducing
new and complementary hosted products and applications on a timely basis. |
DTI’s
flagship M2M solution is “DiMi,” a proprietary, patent-pending, business intelligence and two-way communications
platform that captures and seamlessly integrates real-time data from networked tracking, monitoring, alarm and alert systems,
sensors and devices; and, in turn, centralizes this data onto an online command and control dashboard that is accessible 24/7
by a designated user or community of designated users through the secure DiMi Internet portal, found at www.dimispeaks.com.
With
adoption of the DiMi M2M communications platform, users can remotely control, monitor, manage and acquire data from
their operational assets, providing the interface for lighting, temperature, humidity, keycard access, fleet management and many
other vital systems that impact the enterprise. DiMi uses established secure technology standards (i.e. LONet,
MODbus, BACnet and ELK) combined with a unique, proprietary software interface that keeps users connected to their asset management
and control systems through any web-enabled computer or mobile device.
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 alerts or reports back to its users
via familiar communication tools, like IM, email, HTML and text messaging. Users can even issue global commands to
its asset management and control systems through the DiMi software interface. Moreover, DiMi leverages
the collected knowledge of a particular asset or assets and compares it to historical performance metrics and other critical benchmarks
through an integrated data management module, giving users insight that allow them to rapidly identify and implement proper preventive
maintenance measures, efficiency improvements and other key operational activities.
DTI’s
DiMi solution is currently being used to actively monitor property management systems in several high-rise commercial and
residential buildings in New York City – all beta sites which have served to successfully prove out the DiMi technology
and M2M communications platform. Moving forward, DTI intends to concentrate its DiMi commercialization efforts
on marketing the solution to property management companies, commercial property developers, government/military installations,
industrial facilities, retail and restaurant chains, colleges and universities, fleet managers, and any business or institutional
concern with valuable fixed and mobile assets requiring remote surveillance, regular maintenance or general oversight.
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 launch, offering full service project definition, management,
user interface customization, implementation services and ongoing quality assurance and testing.
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 $152,598 for the six months ended February 28, 2015 and had an accumulated deficit
of $1,484,055 as of February 28, 2015. The Company has net working capital of $281,715 as of February 28, 2015.
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 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, 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.
DiMi
Platform
The
DiMi Platform is stated at cost. Anticipated completion is the third quarter of 2015. 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.
Intellectual
Property
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. The provisions
of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and
expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition
of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles
for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated
as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial
doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are
issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016,
and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s
financial statements.
In
May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue
recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or
enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605,
“Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in
Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core
principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that
reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies
will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance
obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating
the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1,
2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective
approach. Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU
2014-09 will have on the Company’s condensed consolidated financial statements and disclosures.
In
January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance
repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the
borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion
of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim
reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a
modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The
impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's
financial position, results of operations or disclosures.
Net
Loss per Share
Basic
and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding.
Outstanding warrants to purchase of 1,268 common shares were not included in the computation of diluted loss per share because
the assumed conversion and exercise would be anti-dilutive for the six months ended February 28, 2015.
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.
2.
INTELLECTUAL PROPERTY
Intellectual
property of the following:
| |
February 28, 2015 | | |
August 31, 2014 | |
Intellectual property | |
$ | 2,190 | | |
$ | 2,190 | |
Less: accumulated amortization | |
| 679 | | |
| 614 | |
Net intellectual property | |
$ | 1,511 | | |
$ | 1,576 | |
DTI
executed an Asset Purchase Agreement on August 28, 2011 which included various types of intellectual property. Amortization
expense for the three months ended February 28, 2015 and 2014 amounted to $33 and $33, respectively. Amortization expense for
the six months ended February 28, 2015 and 2014 amounted to $66 and $66, respectively
3.
IPHONE APPLICATION
The Company’s
purchase of an iPhone application was completed in September 2012. The total cost of the applications is $11,000 and
is being amortized over a three year period.
| |
February 28, 2015 | | |
August 31, 2014 | |
Intellectual property | |
$ | 11,000 | | |
$ | 11,000 | |
Less: accumulated amortization | |
| 9,167 | | |
| 7,333 | |
Net intellectual property | |
$ | 1,833 | | |
$ | 3,667 | |
Amortization
expense for the iPhone application for the three months ended February 28, 2015 and 2014 amounted to $917 and $917, respectively.
Amortization expense for the iPhone application for the six months ended February 28, 2015 and 2014 amounted to $1,834 and $1,834,
respectively
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 third quarter 2015. A total
of $334,685 has been paid to develop the platform as of February 28, 2015.
5.
EQUITY
Common
Stock
The
Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 500,000,000 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
April 16, 2012 the Company issued a 1 for 1 stock dividend to current stockholders of record whereby the Company issued an additional
101,879,232 shares of common stock. On May 16, 2012 the Company issued an additional 1 for 1 stock dividend to
current stockholders of record whereby an additional 213,858,464 shares were issued. The dividends include outstanding warrants. The
Company has reflected the dividends as splits, which have been retroactively reflected in the financial statements.
On
July 29, 2011, DTI issued 48,000,000 shares of common stock and 48,000,000 warrants for the purchase of common stock pursuant
to an Asset Purchase Agreement for the purchase of intellectual property valued at $2,190.
During
the period ended August 31, 2011, DTI issued 296,400,000 shares of common stock through stock purchase agreements in the amount
of $312,000.
On
September 12, 2011, DTI entered into a Securities Purchase Agreement for the sale of 600,000 shares of common stock at $0.042
per share. The Security Purchase Agreement includes 150,000 Class A warrants and 150,000 Class B warrants. On September
12, 2011, DTI received $25,000.
On
September 28, 2011, DTI entered into a Securities Purchase Agreement for the sale of 4,800,000 shares of common stock at $0.042
per share in the amount of $200,000. The Security Purchase Agreement includes 1,200,000 Class A warrants and 1,200,000 Class
B warrants.
On
October 28, 2011, the Company (f/k/a First Quantum Ventures, Inc.) entered into a Share Exchange Agreement (“Share Exchange”)
with DiMi Telematics, Inc. stockholders. Pursuant to the agreement, the Company issued 87,450,000 shares of common stock (pre-split)
in exchange for all outstanding shares and warrants to purchase common shares of DTI, the Company received 145,750,000 shares
of common stock and warrants to purchase 21,625,000 shares of common stock. In connection with the Share Exchange,
(a) 15,000,000 shares of the Company’s issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered
for cancellation.
During
the second quarter of its fiscal year 2012 the Company sold shares of common stock and warrants in the amount of $815,000. The
shares and warrants were unissued as of February 29, 2012. During April 2012, the Company issued 20,200,000 shares
of common stock and 16,300,000 warrants.
On
June 14, 2012 the Company entered into an exchange agreement with a major stockholder pursuant to which the Company issued 1,000
shares of Series A Convertible Preferred Stock in exchange for the surrender and cancellation of 100,000,000 shares of common
stock held by the stockholder. All, and not less than all, shares of Preferred Stock shall, provided that the Corporation
shall have reported earnings per share of less than $0.01 in its Annual Report for its fiscal year ended August 31, 2013, be convertible,
at any time and from time to time after the filing of such Annual Report, at the option of the Holder thereof, into that number
of shares of Common Stock determined by dividing the aggregate Stated Value of all shares of Preferred Stock being converted by
the Conversion Price of $0.001 per share. Shares of Preferred Stock converted into Common Stock or redeemed in accordance
with the terms shall be canceled and shall not be reissued. If the Company shall have reported earnings per share equal
to or greater than $0.01 in its Annual Report, then all such shares of Preferred Stock shall immediately be redeemed by the Company
without any consideration payable to the stockholder.
On
January 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 10,000,000 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 15,000,000 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,
1,500,000 shares of common stock was issue to satisfy the note.
On
February 20, 2014, the Company effected a 1 for 100 reverse stock split of the Company’s outstanding stock.
On
April 9, 2014, the Company entered into a Security Purchase Agreement for the sale of 240,000 share of common stock in the amount
of $9,600. The shares were issued on June 3, 2014.
On
April 25, 2014, the Company entered into a Security Purchase Agreement for the sale of 1,000,000 shares of common stock in the
amount of $40,000. The shares were issued on June 3, 2014.
On
June 3, 2014 the Company converted 1,000 shares of Series A Convertible Preferred Stock for 1,000,000 shares of common stock.
Warrants
DTI
issued 120,000 Common Stock warrants, at an exercise price of $17 per share, pursuant to an Asset Purchase Agreement
on July 29, 2011 for the purchase of intellectual property. The warrants have an expiration date of four years from the issue
date and contain provisions for a cash exercise. The estimated value of the warrants granted in accordance with the Asset Purchase
Agreement was determined using the Black-Scholes pricing model and the following assumptions:
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. The estimated value of the warrants granted in accordance
with the Asset Purchase Agreement was determined using the Black-Scholes pricing model and the following assumptions:
Risk-free interest rate at grant date | |
| 0.39 | % |
Expected stock price volatility | |
| 200 | % |
Expected dividend payout | |
| -- | |
Expected option in life-years | |
| 2 | |
Transactions
involving warrants are summarized as follows:
| |
Number of Warrants | | |
Weighted-Average Price Per Share | |
Balance August 31, 2013 | |
| 126,750 | | |
$ | 17.00 | |
Granted | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | |
Cancelled or expired | |
| - | | |
| - | |
Ending balance August 31, 2014 | |
| 126,750 | | |
| 17.00 | |
Granted | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | |
Canceled or expired | |
| - | | |
| - | |
Outstanding at February 28, 2015 | |
| 126,750 | | |
$ | 17.00 | |
Warrants Outstanding | |
| | |
| | |
Weighted | |
| | |
| | |
Average | |
| | |
| | |
Remaining | |
Exercise | | |
Number | | |
Contractual | |
Prices | | |
Outstanding | | |
Life (years) | |
$ | 17 | | |
| 120,000 | | |
| 1.25 | |
| 17 | | |
| 6,750 | | |
| 1.5 | |
| | | |
| 126,750 | | |
| 1.26 | |
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
– Business Development.
7.
COMMITMENTS AND CONTINGENCIES
As
of February 28, 2015 there are no continuing commitments and contingencies.
8.
SUBSEQUENT EVENTS
In
accordance with ASC 855, management evaluated all activity of the Company through the issue date of the financial statements and
concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
OF OPERATIONS. |
Forward-looking
Statements
We
and our representatives may from time to time make written or oral statements that are “forward-looking,” including
statements contained in this quarterly report and other filings with the SEC, reports to our stockholders and news releases. All
statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written
or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“project,” “forecast,” “may,” “should,” and variations of such words and similar
expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance
and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation
to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements
to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but
not limited to, uncertainties associated with the following:
● | Inadequate
capital and barriers to raising the additional capital or to obtaining the financing
needed to implement our business plans; |
● |
Our failure to earn revenues or profits; |
● |
Inadequate capital to continue business; |
● |
Volatility or decline of our stock price; |
● |
Potential fluctuation in quarterly results; |
● |
Rapid and significant changes in markets; |
● |
Litigation with or legal claims and allegations by outside parties; and |
● |
Insufficient revenues to cover operating costs. |
The
following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this
quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual
results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result
of various factors.
Overview
Cine-Source
Entertainment, Inc. (the “Old Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to
a Plan of Merger dated February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State
of the State of Colorado merging the Old Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”),
a Colorado corporation. A previous controlling shareholder group of the Old Corporation arranged the merger for business reasons
that did not materialize. On April 26, 2004, the Surviving Corporation effected a 1-for-200 reverse stock split. The name of the
Surviving Corporation was changed to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006 the Surviving Corporation
formed a wholly owned subsidiary, a Nevada corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving
Corporation with and into this subsidiary, referred to herein as DTI. On February 20, 2014 the Company effected a 1-for-100 reverse
stock split and increased its authorized common stock shares to 800,000,000.
As
disclosed on a Current Report on Form 8-K filed with the SEC on November 16, 2011, on October 28, 2011, we entered into a Share
Exchange Agreement (the “Exchange Agreement”) with Andrew Godfrey, our Chief Executive Officer, DiMi Telematics,
Inc. (“DTI”) and the holders of all of the issued and outstanding capital stock of DiMi Telematics (the “DiMi
Shareholders”). Under the Exchange Agreement, we exchanged 874,500 shares of our common stock (pre-split) (the “First
Quantum Shares”) for 100% of the issued and outstanding shares of DTI (the “DiMi Shares”). The exchange
of the DiMi Shares for the First Quantum Shares is hereinafter referred to as the “Share Exchange.” The First
Quantum Shares issued in the Share Exchange represent 85.8% of our issued and outstanding common stock immediately following the
Share Exchange. As a result of the Share Exchange, DTI became our wholly-owned subsidiary. In connection with the Share Exchange,
(a) 150,000 shares of our issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation
and (b) our 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
Share Exchange qualified as a transaction exempt from registration or qualification under the Securities Act of 1933, as amended
(the “Securities Act”), and under the applicable securities laws of each jurisdiction where any of the stockholders
reside.
On
March 15, 2012, the Company changed its name to DiMi Telematics International, Inc.
On
April 16, 2012 the Company issued a 1 for 1 stock dividend to its then stockholders of record whereby the Company issued an additional
1,018,792 shares of common stock. On May 16, 2012 the Company issued an additional 1 for 1 stock dividend to its then stockholders
of record whereby an additional 2,138,585 shares were issued. The outstanding warrants were automatically adjusted accordingly.
The Company has reflected the dividends as splits, which have been retroactively reflected in the financial statements.
The
Company 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.
The
Company 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 Company’s
operating activities are centralized in three core areas:
Sales
and Marketing, which will employ both direct and indirect sales models utilizing an in-house business development team, partners
and resellers and self-service through a service on-demand web interface.
Operations,
which will be responsible for managing daily activities related to monitoring and administering our cloud-based server operations;
24/7 client service/help desk; professional services and installation support; and quality assurance and testing of our DiMi
software and hosting platform, as well as the implementation and ongoing administration of our hosted clients’ M2M communications
platforms.
Product
Development, which will be charged with enhancing our existing M2M software applications and services and introducing new
and complementary hosted products and applications on a timely basis. We anticipate that the creative formulation of enhancements
and new product conceptualization will be performed in-house by our officers and directors. Thereafter, we intend to outsource
software enhancement and product development to outside third parties.
PLAN
OF OPERATIONS
Product
Development Plan
Product
development will be charged with enhancing our existing M2M software applications and services and introducing new and complementary
hosted products and applications on a timely basis.
The
primary building blocks of M2M technology on which the Company has focused its development activities have been and will remain:
● |
Building an expert knowledge base of existing and emerging electronics/technologies that enable geo-location, remote monitoring and control, auto-diagnostics and object identification; |
|
|
● |
Engagement of a cloud computing platform that enables ubiquitous, scalable and on-demand network access; |
|
|
● |
Development of proprietary software that controls two-way communication events, acts on predefined rules and delivers users a customized web interface that is accessible 24/7 from any web-enabled computer or device anywhere on Earth; and |
|
|
● |
Information systems that enable users to process management solutions that allow for exploiting the information gathered for intelligent decision-making purposes and enhanced situational awareness. |
The
Company’s proprietary M2M solution utilizes a cloud-based, two-way communications delivery platform, marketed as “DiMi.”
Leveraging the power, scalability and flexible turnkey advantages of DiMi’s patent-pending software and hosting platform,
users are able 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 while located anywhere in the world.
DiMi
features a robust, customized interface that gives its users secure command and control functionality of multiple remote,
connected sensors, alarms and diagnostic devices. Moreover, the intuitive DiMi framework readily adapts to and integrates
both new and legacy monitoring/sensing equipment – irrespective of make, model or manufacturer – providing for simplified,
economical M2M deployments.
DiMi
is delivered as a monthly, hosted service that puts critical information into the palm of its user’s hands with no major
hardware investments. Our hosting platform can be tailored for each customer to create secure and reliable end-to-end connectivity
between their specific remote connected equipment and DiMi’s proprietary web interface.
The
newest version of DiMi is currently being beta tested in anticipation of the initial commercial roll-out of version 4.0,
which it is anticipated will take place in the third calendar quarter of 2015. Pursuant to an agreement dated September 18, 2014,
we agreed to pay our outsource software developer, Creative Media Farm SL, an aggregate sum of $250,000 for the development of
DiMi 4.0. On August 5, 2013, we agreed to extend and amend our agreement with our outsource software developer to: (i)
continue to develop drivers and improvements to the DiMi version 4.0 platform, the work for which was initially anticipated
to be complete by January, 2014 but is now anticipated to be complete by June, 2015; and (ii) begin work on smartphone apps to
allow version 4.0 to be fully accessible from smartphones, the work for which was completed and delivered to us on February 10,
2014. The extended agreement requires us to pay our outsource software developer: (i) $14,400 per month for a total of six months
in order to complete the development of the drivers and improvements to the DiMi version 4.0 platform; and (ii) a total
of $13,800 for the development of smartphone apps to work in conjunction with DiMi version 4.0
Marketing
Plan
Strategically,
the Company 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.
We
have also taken – and will continue to take – the necessary steps to secure the proprietary aspects of our applications
through patent filings in the U.S. and in key international markets. Moreover, we intend to remain focused on proactively developing
best-of-breed Internet-enabled M2M solutions that will effectively meet the evolving needs of our primary target market, namely
web-based remote asset tracking, management and control with applications in the commercial, industrial, educational, government
and military sectors.
As
soon as practicable, the Company intends to concentrate its commercialization efforts on marketing the DiMi solution to
property management companies, commercial property developers, government/military installations, industrial facilities, retail
and restaurant chains, colleges and universities, fleet managers, and any business or institutional concern with valuable fixed
and mobile assets requiring remote surveillance, regular maintenance or general oversight.
In
order to achieve accelerated market penetration and sustainable, recurring revenue from a global customer base, the Company expects
to ultimately adopt a hybrid sales and marketing model involving direct sales (“Solutions Team”); channel sales
(via leading Value-Added Resellers (“VARs”) and distributors dedicated to niche market applications that DiMi
is capable of addressing in target domestic and international markets); and strategic marketing and integration collaborations
with industry leading system integrators, Original Equipment Manufacturers (“OEMs”) and large cellular carriers
and dealers.
Competition
We
believe we have a competitive advantage and are well positioned as an M2M solution-centric business since our M2M communications
platform is hardware-agnostic, and our hosting environment is in the cloud – this gives us the ability to help businesses
lower their IT infrastructure costs and management requirements while improving performance, scalability and flexibility.
Our
consultative approach to enabling hosted M2M technologies for our clients – as well as the attention we give to their specific
needs, requirements and circumstances – are critical competitive differentiators that we are dedicated to preserving and
nurturing as we grow. Moreover, prudent and timely integration of new and emerging digital and web technologies into our M2M communications
platform will remain an underpinning mission for DTI if we are to earn and maintain distinction as a recognized industry leader.
Employees
As
of February 28, 2015, the Company’s CEO is the only employee.
LIQUIDITY
AND CAPITAL RESOURCES
As
of February 28, 2015, we had cash of $290,438 and net working capital of $281,715.
The
accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company
has reported a net loss of $152,598 for the six months ended February 28, 2015 and had an accumulated deficit of $1,484,055.
We
have not generated positive cash flows from operating activities. The primary source of capital has been from the sale of equity
securities. Our primary use of capital has been for professional fees, and general and administrative costs. Our working capital
requirements are expected to increase in line with the growth of our business.
OFF-BALANCE
SHEET ARRANGEMENTS
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources.
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not
applicable.
ITEM 4. |
CONTROLS AND PROCEDURES |
Evaluation
of Disclosure Controls and Procedures
Management
of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) pursuant to Rule 13a-15
under the Securities Exchange Act of 1934, as amended. The Company’s disclosure controls and procedures are designed
to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported on a timely basis and that such information is communicated
to management and the Company’s board of directors, to allow timely decisions regarding required disclosure.
Based
on this evaluation, it has been concluded that the design and operation of our disclosure controls and procedures are not effective
since the following material weaknesses exist:
● |
Since
inception our chief executive officer also functions as our chief financial officer. As a result, our officers may not
be able to identify errors and irregularities in the financial statements and reports. |
|
|
● |
We
were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel
in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements,
it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. |
● |
Documentation
of all proper accounting procedures is not yet complete. |
To
the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses,
including, but not limited to, the following:
● |
Increasing
the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across
the organization and that we have adequate control over financial statement disclosures. |
Changes
in Internal Control over Financial Reporting
There were
no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM 1. |
LEGAL PROCEEDINGS |
None.
Not
applicable.
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. |
MINE SAFETY DISCLOSURES |
None.
ITEM 5. |
OTHER INFORMATION |
None.
(a) Documents
filed, unless stated otherwise, as exhibits hereto:
Exhibit No. |
|
Description |
|
|
|
31.1. |
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.1 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
|
|
|
101.INS |
|
XBRL Instance Document |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL |
|
XBRL Taxonomy Calculation Linkbase Document |
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB |
|
XBRL Taxonomy Label Linkbase Document |
|
|
|
101.PRE |
|
XBRL Taxonomy Presentation Linkbase Document |
*This exhibit shall be deemed to be furnished rather than filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
DIMI
TELEMATICS INTERNATIONAL, INC. |
|
|
|
April
14, 2015 |
By: |
/s/
Barry Tenzer |
|
|
Barry
Tenzer,
President,
CEO and CFO |
|
|
(Principal Executive
Officer and Principal Financial Officer) |
20
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
and Chief Financial Officer
I, Barry Tenzer certify that:
1. I have reviewed this quarterly report
on Form 10-Q of DiMi Telematics International, Inc. for the quarter ended February 28, 2015, as filed with the Securities and Exchange
Commission on the date hereof;
2. Based on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying
officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: April 14,2015 |
/s/ Barry Tenzer |
|
Barry Tenzer,
President, CEO and CFO |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. Sec.1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the Quarterly Report of
DiMi Telematics International, Inc. (the “Company”) on Form 10-Q for the period ended February 28, 2015 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Barry Tenzer,
the President, Chief Executive Officer and Chief Financial Officer of the registrant, certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
1. The Report on Form 10-Q fully complies
with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certificate is being made for the exclusive
purpose of compliance by the Chief Executive Officer and the Chief Financial Officer of the Company with the requirements of Section
906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than
as specifically required by law.
Date: April 14, 2015 |
By: |
/s/ Barry Tenzer |
|
|
|
Name: Barry Tenzer |
|
|
|
Title: President, CEO and CFO |
|
|
|
(Principal Executive Officer and Principal Financial Officer) |
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