Statement of Beneficial Ownership (sc 13d)
26 January 2017 - 7:20AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
DIMI TELEMATICS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
23331R 300
(CUSIP Number)
Barry Tenzer
290 Lenox Avenue
New York, NY 10027
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 25, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in
paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Barry
Tenzer
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
|
394,000
|
8
|
SHARED
VOTING POWER:
|
0
|
9
|
SOLE
DISPOSITIVE POWER:
|
394,000
|
10
|
SHARED
DISPOSITIVE POWER:
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,000
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.48%
(based on 2,922,712 shares of common stock outstanding as of
December 16, 2016
)
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
IN
|
Item 1. Security
and Issuer
The
title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share, of DiMi Telematics
International, Inc., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer
is 290 Lenox Avenue, New York, NY 10027.
Item 2. Identity
and Background
(a)
This statement is filed on behalf of Barry Tenzer (the “Reporting Person”).
(b)
The Reporting Person’s business address is 290 Lenox Avenue, New York, NY 10027.
(c)
The principal occupation of the Reporting Person is that of President, Chief Executive Officer
and Chief Financial Officer of the Issuer. The Reporting Person also serves as a member of the Board of Directors of the Issuer.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
The Reporting Person is a citizen of the United State.
Item 3. Source
and Amount of Funds or Other Considerations
On
July 8, 2015, the Reporting Person received 394,000 shares of the Issuer’s common stock for services rendered valued at
$30,000.
Item 4. Purpose
of Transaction
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. Except
as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions
required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any
time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of
such matters, but has no present intention of doing so. The Reporting Person has, and by nature of his affiliation may be deemed
to have, in the capacity of a director or officer of the Issuer, from time to time reviewed acquisition opportunities and
opportunities for the Issuer to undertake fundamental changes in the business conducted or manner of undertaking the current business.
Changes in the business, acquisitions or dispositions are the kind of prospective events which could result in changes or volatility
in the Issuer's stock price or trading volume that could result in a corresponding decision by the Reporting Person to exit, or
materially increase or decrease, the Reporting Person’s holdings. Such changes could also give rise to adoption of a trading
plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or influence the Reporting Person to support a proposal
submitted for stockholder approval, in particular, if the Reporting Person has an economic interest in such approval, directly
or indirectly, for example through ownership interest in the business, acquisition or disposition under consideration. The Issuer’s
Board of Directors has been presented with proposals and proposed term sheets and has undertaken due diligence with respect to
various potential acquisitions that, if approved, could lead to an acquisition and adoption of a plan or proposal involving the
Reporting Person at any time. Any such event or the adoption of any plan or proposal involving the Reporting Person and the Issuer
could be undertaken via a merger, reorganization or liquidation, could result in a sale or transfer of a material amount of assets
of the Issuer, could result in a change of the present Board of Directors or management of the Issuer, could result in a change
in present capitalization or dividend policy of the Issuer or other similar event or result. The Reporting Person may, at any
time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of
such matters, but except as described herein, they have no present intention of doing so.
Item 5. Interest
in Securities of the Issuer
(a)
|
The Reporting Person beneficially owns 394,000 shares of common stock, or an aggregate of 13.48% of the Issuer’s common stock.
|
|
|
(b)
|
The Reporting Person may be deemed to hold sole voting and dispositive power over 394,000 shares of common stock of the Issuer and shares voting and dispositive power over 0 shares of common stock.
|
|
|
(c)
|
No transactions in the class of securities reported on were effected during the past 60 days by the Reporting Person.
|
|
|
(d)
|
To the best knowledge of the Reporting Person, except as set forth in this Schedule 13D, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 394,000 shares of common stock reported in Item 5(a).
|
|
|
(e)
|
Not applicable.
|
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other
than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to the shares.
Item 7. Material
to Be Filed as Exhibits
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
January 25, 2017
|
/s/
Barry Tenzer
|
|
Barry
Tenzer
|
5
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