Current Report Filing (8-k)
29 March 2016 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 28, 2016 (February 9, 2016)
DiMi Telematics International, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation)
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000-52759
(Commission File Number)
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20-4743354
(IRS Employer Identification No.)
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290 Lenox Avenue, New York, NY 10027
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code
(855) 633 - 3738
Former name, if changed since last report
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01 Change in Registrant’s Certifying
Accountant
On February 9, 2016, the Board of Directors
(the “Board”) of DiMi Telematics International, Inc. (the “Company”) dismissed RBSM LLP (“RBSM”)
as its independent registered public accounting firm.
During the fiscal year ended August 31, 2015,
RBSM’s report on the Company’s financial statements did not contain an adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope or accounting principles, except that there was an explanatory paragraph
describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended August 31, 2015
and the subsequent interim period through February 9, 2016, there were: (i) no disagreements between the Company and RBSM on any
matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved
to the satisfaction of RBSM, would have caused RBSM to make reference to the subject matter of the disagreement in connection with
its report on the Company’s financial statements; and (ii) there were no reportable events as described in paragraph (a)(1)(v)
of Item 304 of Regulation S-K,
except that
RBSM
advised the Company of material weaknesses in internal control over financial reporting and
expressed
substantial doubt about the Company’s ability to continue as a going concern.
On March 25, 2016, pursuant to paragraph (a)(3)
of Item 304 of Regulation S-K, the Company provided RBSM with a copy of the disclosures it is making in response to Item 4.01 on
this Current Report on Form 8-K, and has requested that RBSM furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of the letter, dated March 25, 2016 is filed
as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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16.1
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Letter from RBSM LLP dated March 25, 2016
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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 hereunto duly authorized.
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DiMi Telematics International, Inc.
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Date: March 28, 2016
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By:
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/s/ Barry Tenzer
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Barry Tenzer
President
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