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 May 31, 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.
Yesx Noo
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 o No
x
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 o |
Accelerated filer o |
Non-accelerated filer o
(Do not check if smaller reporting company)
|
Smaller reporting company x |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes o No
x
As of July 20, 2015, there were 7,268,136 shares
of common stock outstanding.
TABLE OF CONTENTS
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
May 31, 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)
Assets | |
May 31, 2015 | | |
August 31,
2014 | |
Current assets | |
| | |
| |
Cash | |
$ | 236,476 | | |
$ | 437,772 | |
Total current assets | |
| 236,476 | | |
| 437,772 | |
| |
| | | |
| | |
DiMi Platform | |
| 334,685 | | |
| 334,685 | |
iPhone applications, net of amortization of $10,083 and $7,333, respectively | |
| 917 | | |
| 3,667 | |
Intellectual property, net of amortization of $712 and $614, respectively | |
| 1,478 | | |
| 1,576 | |
Total assets | |
$ | 573,556 | | |
$ | 777,700 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 15,733 | | |
$ | 5,358 | |
Total
current liabilities | |
| 15,733 | | |
| 5,358 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | |
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000
authorized shares; no shares issued and outstanding as of May 31, 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 May 31, 2015 and August 31, 2014, respectively | |
| 7,268 | | |
| 7,268 | |
Additional paid in capital | |
| 2,096,531 | | |
| 2,096,531 | |
Accumulated deficit | |
| (1,545,976 | ) | |
| (1,331,457 | ) |
Total stockholders' equity | |
| 557,823 | | |
| 772,342 | |
Total liability and stockholders' equity | |
$ | 573,556 | | |
$ | 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 three
months ended May 31,
2015 | | |
For the three
months ended
May 31, 2014 | | |
For
the nine
months ended
May 31,
2015 | | |
For
the nine
months ended
May 31,
2014 | |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 60,972 | | |
| 84,126 | | |
| 211,670 | | |
| 312,478 | |
Amortization expense | |
| 950 | | |
| 950 | | |
| 2,849 | | |
| 2,849 | |
Total operating expenses | |
| 61,922 | | |
| 85,076 | | |
| 214,519 | | |
| 315,327 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before income tax | |
| (61,922 | ) | |
| (85,076 | ) | |
| (214,519 | ) | |
| (315,327 | ) |
Provision for income tax | |
| - | | |
| - | | |
| - | | |
| - | |
Net Loss | |
$ | (61,922 | ) | |
$ | (85,076 | ) | |
$ | (214,519 | ) | |
$ | (315,327 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share: basic and diluted | |
$ | (0.01 | ) | |
$ | (0.02 | ) | |
$ | (0.03 | ) | |
$ | (0.08 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average share outstanding basic and diluted | |
| 7,268,136 | | |
| 4,783,371 | | |
| 7,268,136 | | |
| 3,952,763 | |
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 nine
months ended
May 31,
2015 | | |
For
the nine
months ended
May 31,
2014 | |
Cash flows from operating activities | |
| | |
| |
Net
loss | |
$ | (214,519 | ) | |
$ | (315,327 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Amortization
expense | |
| 2,849 | | |
| 2,849 | |
Changes
in operating assets and liabilities | |
| | | |
| | |
Accounts
payable | |
| 10,374 | | |
| (14,718 | ) |
Accounts
payable - related party | |
| - | | |
| (4,500 | ) |
Net
Cash used in operating activities | |
| (201,296 | ) | |
| (331,696 | ) |
| |
| | | |
| | |
Cash
flows from investing activities | |
| | | |
| | |
DiMi
platform | |
| - | | |
| (93,410 | ) |
Net
cash used in investing activities | |
| - | | |
| (93,410 | ) |
| |
| | | |
| | |
Cash
flow from financing activities | |
| | | |
| | |
Proceeds
from common stock payable | |
| - | | |
| 49,600 | |
Proceeds
from common stock sale | |
| | | |
| 450,000 | |
Net
cash provided by financing activities | |
| - | | |
| 499,600 | |
| |
| | | |
| | |
Net
increase in cash and cash equivalents | |
| (201,296 | ) | |
| 74,494 | |
Cash
and cash equivalents at beginning of period | |
| 437,772 | | |
| 437,970 | |
Cash
and cash equivalents at end of period | |
$ | 236,476 | | |
$ | 512,464 | |
Supplemental
disclosure of cash flow information | |
| | | |
| | |
Cash
paid during period for | |
| | | |
| | |
Cash
paid for interest | |
$ | - | | |
$ | - | |
Cash
paid for income taxes | |
$ | - | | |
$ | - | |
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 May 31, 2015, and the results of operations and cash flows for the
nine months ended May 31, 2015 and 2014. The results of operations for the nine months ended May 31, 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 is a development stage company 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. |
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 $214,519
for the nine months ended May 31, 2015 and had an accumulated deficit of $1,545,976 as of May 31, 2015. The Company
has net working capital of $220,743 as of May 31, 2015.
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 DiMiM2M 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.
Cash and Cash Equivalents
For purposes of these financial statements,
cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months.
Concentrations of Credit Risk
Financial instruments and related items, which
potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places
its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the
FDIC insurance of $250,000.
Income Taxes
The Company accounts for income taxes under
the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities
are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company records net deferred tax assets
to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company
considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected
future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred
tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize
deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation
allowance which would reduce the provision for income taxes.
The Company follows the accounting guidance
which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position
will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical
merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially
and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
iPhone Application
The iPhone application is stated at cost. When
retired or otherwise disposed, 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 fourth quarter 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 nine months ended May 31, 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:
| |
May 31, 2015 | | |
August 31, 2014 | |
Intellectual property | |
$ | 2,190 | | |
$ | 2,190 | |
Less: amortization | |
| 712 | | |
| 614 | |
Net intellectual property | |
$ | 1,478 | | |
$ | 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
May 31, 2015 and 2014 amounted to $33 and $33, respectively. Amortization expense for the nine months ended May 31, 2015 and 2014
amounted to $99 and $99, 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.
| |
May 31, 2015 | | |
August 31, 2014 | |
Intellectual property | |
$ | 11,000 | | |
$ | 11,000 | |
Less: amortization | |
| 10,083 | | |
| 7,333 | |
Net intellectual property | |
$ | 917 | | |
$ | 3,667 | |
Amortization expense for the iPhone application
for the three months ended May 31, 2015 and 2014 amounted to $917 and $917, respectively. Amortization expense for the iPhone application
for the nine months ended May 31, 2015 and 2014 amounted to $2,751 and $2,751, 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 fourth quarter 2015. A total of $334,685 has been paid to develop the platform
as of May 31, 2015.
5. EQUITY
Common Stock
The Company was formed in the state of Nevada
on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001,
and 50,000,000 shares of preferred stock with a par value of $0.001.
On 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 February 20, 2014, the Company effected a 1 for 100 reverse stock
split of the Company’s outstanding stock.
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 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. On March 13, 2014,
1,500,000 shares of common stock were issued in satisfaction of the note.
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.
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 May 31, 2015 | |
| 126,750 | | |
$ | 17.00 | |
Warrants Outstanding | |
| | |
| | |
Weighted | |
| | |
| | |
Average | |
| | |
| | |
Remaining | |
Exercise | | |
Number | | |
Contractual | |
Prices | | |
Outstanding | | |
Life (years) | |
$ | 17 | | |
| 120,000 | | |
| 1.00 | |
| 17 | | |
| 6,750 | | |
| 1.25 | |
| | | |
| 126,750 | | |
| 1.01 | |
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 – Operations. The Company’s
lease agreement was executed ? Expense related to this agreement for the three months ended May 31, 2015 and 2014 amounted to $0,
respectively. Expenses for the nine months ending May 31, 2015 and 2014 amounted to $0, respectively.
7. COMMITMENTS AND CONTINGENCIES
As of May 31, 2015 there are no continuing
commitments and contingencies.
8. SUBSEQUENT EVENTS
On
July 8, 2015, the board of directors of the Company approved the Consulting Agreement entered into by and between the Company
and Roberto Fata (the “Agreement”). The term of the Agreement commenced on March 15, 2015 and is for a period of five
years, unless terminated sooner pursuant to the terms of the Agreement. Pursuant to the terms of the Agreement, Mr. Fata will
be entitled to receive an aggregate of 750,000 shares of the Company’s Common Stock, in exchange for services to the Company,
including the provision of office space for a term of five years that began on August 31, 2014 and that will end on August 31,
2019.
On
June 19, 2015, the Company approved the issuance to Barry Tenzer, the Company’s President, Chief Executive Officer, Chief
Financial Officer, Secretary and a director of the Company, of 750,000 shares of Common Stock as compensation for $30,000 of services
rendered.
As of the date of this Quarterly Report, none of the
1,500,000 shares of Common Stock has been issued, though the Company expects to issue such shares shortly.
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 DTII. 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 first 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 March, 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 May 31, 2015, the Company’s CEO
is the only employee.
LIQUIDITY AND CAPITAL RESOURCES
As of May 31, 2015, we had cash of $236,476
and net working capital of $220,743.
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 $214,519 for
the nine months ended May 31, 2015 and had an accumulated deficit of $1,545,976.
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 1934 Act) pursuant to Rule 13a-15 under the 1934 Act. 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 1934 Act 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
ITEM 1A. RISK FACTORS
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
ITEM 6. EXHIBITS
(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. |
|
|
|
July 20, 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 May 31, 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: July 20, 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 May 31, 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: |
July 20, 2015 |
By: |
/s/ Barry Tenzer
|
|
|
|
Name: Barry Tenzer |
|
|
|
Title: President, CEO and CFO
|
|
|
|
(Principal Executive Officer and Principal Financial Officer) |
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