10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2013

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, NY  10027

(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 x 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 Nox

As of April 10, 2013, there were 327,716,928 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	F-1 - F-11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations.	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4
Item 4	Controls and Procedures.	4
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	5
Item 3.	Defaults Upon Senior Securities.	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Other Information.	5
Item 6.	Exhibits.	5

EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 to its Form 10-Q for the fiscal period ended February 28, 2013 as filed on April 15, 2013 (the “Original Filing”) solely to correct an inadvertent error where the box indicating that he registrant is shell company was checked.  The registrant is not a shell company.  Except as described above, no other information in the Original Filing has been updated and this Amendment No. 1 continues to speak as of the date of the Original Filing. Other events occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.

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, 2012 as filed with the SEC on November 29, 2012. 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, 2013 and February 29, 2012 and the results of its operations and cash flows for the six month 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.

(Formerly First Quantum Ventures, Inc.)

(A Development Stage Company)

Consolidated Balance Sheet

	February 28
	2013			August 31
Assets	(unaudited)			2012
Current assets
Cash	$	529,466		$	733,123
Prepaid expense		4,500			9,000
Total current assets		533,966			742,123
DiMi Platform		125,000			-
iPhone applications, net		9,166			11,000
Intellectual property, net		1,774			1,840
Total assets	$	669,906		$	754,963
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	14,023		$	16,532
Total current liabilities		14,023			16,532
Commitments and contingencies
Stockholders' Equity
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000
authorized shares.   1,000 and 0 shares issued and  outstanding
February 28 and August 31, 2012, respectively		1			1
Common stock, $.001 par value: 500,000,000 authorized;
327,716,928 and 327,716,928 shares issued and
outstanding on February 28, 2013 and August 31, 2012, respectively		327,717			327,717
Common stock payable		100,000			-
Additional paid in capital		1,026,481			1,026,481
Accumulated deficit		(798,316	)		(615,768	)
Total stockholders' equity		655,883			738,431
Total liability and stockholders' equity	$	669,906		$	754,963

The accompanying notes are an integral part of these consolidated financial statements

F-1

Consolidated Statements of Operations

(unaudited)

													From
													Inception
	For the			For the			For the			For the			January 28,
	three months			three months			six months			six months			2011
	ended			ended			ended			ended			through
	February 28,			February 29,			February 28,			February 29,			February 28,
	2013			2012			2013			2012			2013
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses
Selling, general and administrative expenses		83,677			132,118			180,648			190,095			796,285
Amortization expense		950			33			1,900			66			2,031
Total operating expenses		84,627			132,151			182,548			190,161			798,316
Loss before income tax		(84,627	)		(132,151	)		(182,548	)		(190,161	)		(798,316	)
Provision for income tax		-									-			-
Net Loss	$	(84,627	)	$	(132,151	)	$	(182,548	)	$	(190,161	)	$	(798,316	)
Net loss per share: basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average share outstanding		327,716,928			96,177,043			327,716,928			96,177,043

The accompanying notes are an integral part of these consolidated financial statements

F-2

Dimi Telematics International, Inc.

(Formerly First Quantum Ventures, Inc.)

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity

For the Years Ended August 31, 2013 and 2012

	Preferred		Preferred		Common			Common
	Shares		Par		Shares			Par						Stock		Accumulated
	Outstanding		Amount		Outstanding			Amount			APIC			Payable		Deficit			Total
Beginning Balance		-	$	-		344,400,000		$	344,400		$	(30,210	)			$	(224,086	)	$	90,104
Shares sold		-		-		25,600,000			25,600			1,014,400					-			1,040,000
Acquisition of DiMi		-		-		57,716,928			57,717			(57,717	)				-			-
Common stock exchanged for
1,000 shares preferred stock		1,000		1		(100,000,000	)		(100,000	)		99,999					-			-
Warrant expense		-		-		-			-			9					-			9
Net loss		-		-		-			-			-					(391,682	)		(391,682	)
Ending Balance August 31, 2012		1,000	$	1		327,716,928		$	327,717		$	1,026,481				$	(615,768	)	$	738,431
Common stock															100,000					100,000
Net loss																	(182,548	)		(182,548	)
Ending Balance
February 28, 2013		1,000	$	1		327,716,928		$	327,717		$	1,026,481		$	100,000	$	(798,316	)	$	655,883

The accompanying notes are an integral part of these consolidated financial statements

F-3

Dimi Telematics International, Inc.

(Formerly First Quantum Ventres, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

							From
							Inception
	For the			For the			January 28,
	Six Months			Six Months			2011
	ended			ended			through
	February 28			February 28			February 28
	2013			2012			2013
Cash flows from operating activities
Net loss	$	(182,548	)	$	(190,161	)	$	(798,316	)
Adjustments to reconcile net loss to net
cash used in operating activities
Amortization expense		1,900			66			2,250
Warrant expense		-			9			9
Changes in operating assets and liabilities
Prepaid expense		4,500			-			(4,500	)
Accounts payable		(2,509	)		(16,601	)		14,023
Net Cash used in operating activities		(178,657	)		(206,687	)		(786,534	)
Cash flows from invesing activities
DiMi platform		(125,000	)		-			(125,000	)
Intellectual property		-			-
iPhone applications		-			-			(11,000	)
Net cash used in investing activities		(125,000	)		-			(136,000	)
Cash flow from financing activities
Proceeds from common stock sale		100,000			1,040,000			1,452,000
Net cash provided by financing activities		100,000			1,040,000			1,452,000
Net increase in cash and cash equivalents		(203,657	)		833,313			529,466
Cash and cash equivalents at beginning of period		733,123			117,382			-
Cash and cash equivalents at end of period	$	529,466		$	950,695		$	529,466
Supplemental disclosure of cash flow information
Cash paid during period for
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Stock and warrants issued for intellectual property	$	-		$	-		$	1,971
Common stock exchanged
for 1,000 preferred stock	$	-		$	-		$	100,000

The accompanying notes are an integral part of these consolidated financial statements

F-4

DiMi Telematics International, Inc.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 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, 2012. 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, 2013, and the results of operations and cash flows for the six months ended February 28, 2013 and February 29, 2012. The results of operations for the six ended February 28, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year.

On October 28, 2011 First Quantum Ventures entered into a Share Exchange Agreement (the “Share Exchange”) with DiMi Telematics, Inc. shareholders. Pursuant to the Share Exchange Agreement, First Quantum Ventures issued 87,450,000 shares of common stock pre split in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc. (“DTI”) and First Quantum Ventures, Inc received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock.  As a result of the Share Exchange Agreement, DTI became a subsidiary of First Quantum Ventures, Inc.  The Company assumed operation of DiMi Telematics Inc. and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred.  In connection with the Share Exchange, (a) 15,000,000 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 has 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 will be accounted for as a reverse acquisition, i.e. the Company will be considered the acquired company and DTI will be considered the acquiring company. As a result, the Company’s assets and liabilities will be incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results will 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 Ventures, Inc., 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 the first year of operations the Company has redefined its business purpose and operation.  On June 20, 2011 the Company changed its name from Medepet Inc. to Precision Loc8.  On July 28, 2011 the Company changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011 the Company changed its name to DiMi Telematics Inc.

F-5

On July 28, 2011 the company 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 $182,548 for the six months ended February 28, 2013 and had an accumulated deficit of $798,316 as of February 28, 2013.  The Company has net working capital of $519,943 as of February 28, 2013.

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.  

F-6

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 limit.  Currently our operating account is not above the FDIC limit.

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 December 2013. 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.

F-7

Intellectual Properly

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

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

 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 12,675,000 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 three and six months ended February 28, 2013.  

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, 2013		August 31, 2012
Intellectual property	$	2,190	$	2,190
Less: amortization		416		350
Net intellectual property	$	1,774	$	1,840

The company 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, 2013 and February 29, 2012 amounted to $33 and $33, respectively. Amortization expense for the six months ended February 28, 2013 and February 29, 2012 amounted to $66 and $66, respectively.

F-8

3. I PHONE APPLICATION

The Company’s purchase of an iPhone application was completed in September 2012.  The total cost of the applications is $11,000 and will be amortized over a three year period.

	February 28, 2013
Intellectual property	$	11,000
Less: amortization		1,834
Net intellectual property	$	9,166

Amortization expense for the iPhone application for the three months ended February 28, 2013 and 2012 amounted to $917 and $0, respectively.  Amortization expense for the iPhone application for the six months ended February 28, 2013 and 2012 amounted to $1,834 and $0, 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 year end 2013.  A total of $125,000 has been paid.

5. EQUITY

Common Stock

The Company formed in the state of Nevada on January 28, 2011.  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 shareholders 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 the company 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 the company issued 296,400,000 shares of common stock through stock purchase agreements in the amount of $312,000.

During the second quarter the Company sold stocks and warrants in the amount of $815,000.  The stocks 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 for the sale.

The Company 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, the Company received $25,000.  

On September 28, 2011 the Company 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 First Quantum Ventures entered into a Share Exchange Agreement (“Share Exchange”) with DiMi Telematics, Inc. shareholders. Pursuant to the agreement, First Quantum Ventures issued 87,450,000 shares of common stock (pre split) in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc (DTI), First Quantum Ventures, Inc 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

F-9

On June 14, 2012 the Company entered into an exchange agreement with a major shareholder 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 shareholder.  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 shareholder.

Warrants

The Company issued 12,000,000 Common Stock warrants, at an exercise price of $0.17 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 the Company issued 337,500 Class A warrants at an exercise price of $0.17 per share and issued 337,500 Class B Warrants at an exercise price of $0.25 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, 2011		12,000,000	$	0.17
Granted		675,000		0.17
Exercised		-		-
Cancelled or expired		-		-
Ending balance August 31, 2012		12,675,000		0.17
Granted		-		-
Exercised		-		-
Canceled or expired		-		-
Outstanding at February 28, 2013		12,675,000	$	0.17

F-10

Warrants Outstanding
					Weighted
					Average
					Remaining
Exercise			Number		Contractual
Prices			Outstanding		Life (years)
	$	0.17		12,000,000		2.75
		0.17		675,000		3.0
				12,675,000		2.76

6. RELATED PARTY TRANSACTIONS

None

7. COMMITMENTS AND CONTINGENCIES

As of February 28, 2013 there are no continuing commitments and contingencies.

8. SUBSEQUENT EVENTS

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.

F-11

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,” 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.

1

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.

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 87,450,000 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) 15,000,000 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 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 current shareholders 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.

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.

2

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 machine-to-machine (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 onEarth; 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 solutions utilize 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.

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.

At that time, 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.

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.

3

Competition

We believe we have a competitive advantage and are uniquely 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, 2013, other than its officers and directors, the Company employed no full time and no part time employees. 

Subsidiaries

In accordance with the Exchange Agreement dated October 28, 2011, DTI became a subsidiary of the Company.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2013, we had cash of $529,466 and a net working capital of $519,943.

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 $182,548 for the six months ended February 28, 2013 and had an accumulated deficit of $798,316.

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

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were effective as of February 28, 2013.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter.  Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4

PART II - OTHER INFORMATION

ITEM 1.                      LEGAL PROCEEDINGS

None

ITEM 2.                      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.                      MINE SAFETY DISCLOSURES

N/A

ITEM 5.                      OTHER INFORMATION

None

ITEM 6.                      EXHIBITS

(a)           Documents furnished 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

5

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  15, 2013	By:	s/ Barry Tenzer
		Barry Tenzer
		President, CEO and CFO
		(Principal Executive Officer and Principal Financial Officer)

6

EX-31.1

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/A of DiMi Telematics International, Inc. for the quarter ended February 28, 2013, 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 15, 2013	s/ Barry Tenzer
	Barry Tenzer President, CEO and CFO

EX-32.1

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, 2013 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/A 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 15, 2013	By:	/s/ Barry Tenzer
			Name: Barry Tenzer
			Title: President, CEO and CFO
			(Principal Executive Officer and Principal Financial Officer)

XML

I PHONE APPLICATION (Details) (iPhone applications, USD $)	Feb. 28, 2013	Aug. 31, 2012
iPhone applications
Finite-Lived Intangible Assets [Line Items]
Intellectual property	$ 11,000
Less: amortization	1,834
Net intellectual property	$ 9,166	$ 11,000

XML

BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

6 Months Ended

Feb. 28, 2013

Basis Of Presentation and Nature Of Business Operations Abstract

BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

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 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, 2012. 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, 2013, and the results of operations and cash flows for the six months ended February 28, 2013 and February 29, 2012. The results of operations for the six ended February 28, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year.

On October 28, 2011 First Quantum Ventures entered into a Share Exchange Agreement (the “Share Exchange”) with DiMi Telematics, Inc. shareholders. Pursuant to the Share Exchange Agreement, First Quantum Ventures issued 87,450,000 shares of common stock pre split in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc. (“DTI”) and First Quantum Ventures, Inc received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock.  As a result of the Share Exchange Agreement, DTI became a subsidiary of First Quantum Ventures, Inc.  The Company assumed operation of DiMi Telematics Inc. and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred.  In connection with the Share Exchange, (a) 15,000,000 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 has 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 will be accounted for as a reverse acquisition, i.e. the Company will be considered the acquired company and DTI will be considered the acquiring company. As a result, the Company’s assets and liabilities will be incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results will 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 Ventures, Inc., 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 the first year of operations the Company has redefined its business purpose and operation.  On June 20, 2011 the Company changed its name from Medepet Inc. to Precision Loc8.  On July 28, 2011 the Company changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011 the Company changed its name to DiMi Telematics Inc.

On July 28, 2011 the company 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 $182,548 for the six months ended February 28, 2013 and had an accumulated deficit of $798,316 as of February 28, 2013.  The Company has net working capital of $519,943 as of February 28, 2013.

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.

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.  Currently our operating account is not above the FDIC limit.

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 December 2013. 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

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

 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 12,675,000 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 three and six months ended February 28, 2013.  

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.

XML

EQUITY (Details 1) (Warrant)	6 Months Ended	12 Months Ended
	Feb. 28, 2013	Aug. 31, 2012
Warrant
Class Of Warrant [Roll Forward]
Beginning balance	12,675,000	12,000,000
Granted		675,000
Exercised
Cancelled or expired
Ending balance	12,675,000	12,675,000
Class Of Warrant, Weighted Average Exercise Price [Roll Forward]
Beginning balance	0.17	0.17
Granted
Exercised
Cancelled or expired
Ending balance	0.17	0.17

XML

EQUITY (Details) (Warrant)	6 Months Ended
	Feb. 28, 2013
Warrant
Stockholders Equity Note [Line Items]
Risk-free interest rate at grant date	0.39%
Expected stock price volatility	200.00%
Expected dividend payout
Expected option in life-years	2 years

XML

EQUITY (Details 2) (Warrant)	6 Months Ended
	Feb. 28, 2013	Aug. 31, 2012	Aug. 31, 2011
Stockholders Equity Note [Line Items]
Weighted average exercise price (in dollars per share)	0.17	0.17	0.17
Warrants outstanding, number	12,675,000	12,675,000	12,000,000
Weighted average remaining contractual life (years)	2 years 9 months 4 days
Warrants Outstanding Exercise Price $ 0.17
Stockholders Equity Note [Line Items]
Weighted average exercise price (in dollars per share)	0.17
Warrants outstanding, number	12,000,000
Weighted average remaining contractual life (years)	2 years 9 months
Warrants Outstanding Exercise Price $ 0.17
Stockholders Equity Note [Line Items]
Weighted average exercise price (in dollars per share)	0.17
Warrants outstanding, number	675,000
Weighted average remaining contractual life (years)	3 years

XML

EQUITY (Detail Textuals) (USD $)	0 Months Ended		6 Months Ended	12 Months Ended				1 Months Ended		12 Months Ended		1 Months Ended		1 Months Ended					0 Months Ended			1 Months Ended
	May 16, 2012	Apr. 16, 2012	Feb. 28, 2013	Aug. 31, 2012	Nov. 30, 2012	Nov. 30, 2012 Class A Warrants	Nov. 30, 2012 Class B Warrants	Apr. 30, 2012 Common Stock	Jul. 29, 2011 Common Stock	Aug. 31, 2012 Common Stock	Aug. 31, 2012 Preferred Stock	Jul. 29, 2011 Warrant	Apr. 30, 2012 Warrant	Jan. 24, 2013 Securities Purchase Agreements	Sep. 28, 2011 Securities Purchase Agreements Class A Warrants	Sep. 12, 2011 Securities Purchase Agreements Class A Warrants	Sep. 28, 2011 Securities Purchase Agreements Class B Warrants	Sep. 12, 2011 Securities Purchase Agreements Class B Warrants	Jun. 14, 2012 Securities Purchase Agreements Series A Convertible Preferred Stock	Jun. 14, 2012 Securities Purchase Agreements Common Stock	Sep. 12, 2011 Securities Purchase Agreements Common Stock	Sep. 28, 2011 Securities Purchase Agreements Common Stock	Aug. 31, 2011 Securities Purchase Agreements Common Stock	Oct. 28, 2011 Securities Purchase Agreements First Quantum Ventures	Sep. 28, 2011 Securities Purchase Agreements First Quantum Ventures
Stockholders Equity Note [Line Items]
Common stock, shares authorized			500,000,000	500,000,000	500,000,000
Common stock, par value			$ 0.001	$ 0.001	$ 0.001
Preferred Stock, shares authorized			50,000,000	50,000,000	50,000,000
Preferred Stock, par value			$ 0.001	$ 0.001	$ 0.001
Stock dividend to current shareholders	1 for 1 stock	1 for 1 stock
Additional common stock shares issued (in shares)	213,858,464	101,879,232
Number of common stock shares issued (in shares)								20,200,000		25,600,000				10,000,000									296,400,000	87,450,000
Common stock shares issued value				$ 1,040,000						$ 25,600													$ 312,000
Number common stock receivable during period shares (in shares)																								145,750,000
Shares issued for asset under asset purchase agreement (in shares)									48,000,000
Shares issued under asset purchase agreement value									2,190
Number of warrant issue for under assets purchase agreement												48,000,000
Number of warrant issue for under assets purchase agreement												12,000,000
Warrant exercise prices (in dollars per share)						0.17	0.25					0.17
Number of common stock shares sale (in shares)																					600,000	4,800,000
Sale of stock, price per share (in dollars per shares)																					$ 0.042	$ 0.042
Sale of stock consideration received																					25,000	200,000
Number of warrant included in security purchase agreement															1,200,000	150,000	1,200,000	150,000
Number of common stock to be puchased by warants (in shares)																								21,625,000
Number of Company's issued and outstanding common stock, surrendered for cancellation (in shares)																				100,000,000					15,000,000
Sale of stocks and warrants			$ 815,000
Warrant issued						337,500	337,500						16,300,000		1,200,000	150,000	1,200,000	150,000
Preferred stock shares issue in exchanged of common stock (in shares)				1,000						(100,000,000)	1,000								1,000
Description of Earning per share as per option one																			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,
Description of Earning per share as per option two																			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 shareholder.
Conversion price per share																			$ 0.001

XML

Consolidated Statements of Cash Flows (Parenthetical) (unaudited)	25 Months Ended
	Feb. 28, 2013
Statement Of Cash Flows [Abstract]
Number of common stock exchanged for preferred stock	1,000

XML

SUBSEQUENT EVENTS (Detail Textuals) (USD $)	6 Months Ended		25 Months Ended	1 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Jan. 24, 2013 Securities Purchase Agreements
Subsequent Event [Line Items]
Shares sold (in shares)				10,000,000
Purchase amount of common stock	$ 100,000	$ 1,040,000	$ 1,452,000	$ 100,000

XML

Consolidated Balance Sheet (USD $)	Feb. 28, 2013	Aug. 31, 2012
Current assets
Cash	$ 529,466	$ 733,123
Prepaid expense	4,500	9,000
Total current assets	533,966	742,123
Total assets	669,906	754,963
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	14,023	16,532
Total current liabilities	14,023	16,532
Commitments and contingencies
Stockholders' Equity
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000 authorized shares. 1,000 and 0 shares issued and outstanding February 28 and August 31, 2012, respectively	1	1
Common stock, $.001 par value: 500,000,000 authorized;327,716,928 and 327,716,928 shares issued and outstanding on February 28, 2013 and August 31, 2012, respectively	327,717	327,717
Common stock payable	100,000
Additional paid in capital	1,026,481	1,026,481
Accumulated deficit	(798,316)	(615,768)
Total stockholders' equity	655,883	738,431
Total liability and stockholders' equity	669,906	754,963
DiMi Platform
Current assets
Intangible assets, net	125,000
iPhone applications
Current assets
Intangible assets, net	9,166	11,000
Intellectual property
Current assets
Intangible assets, net	$ 1,774	$ 1,840

XML

Consolidated Statement of Stockholders' Equity (Parentheticals)	12 Months Ended
	Aug. 31, 2012
Statement Of Stockholders' Equity [Abstract]
Preferred stock shares issue in exchanged of common stock (in shares)	1,000

XML

BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS (Details Textuals 1) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended	25 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	Aug. 31, 2012	Feb. 28, 2013
Finite-Lived Intangible Assets [Line Items]
Net loss	$ (84,627)	$ (132,151)	$ (182,548)	$ (190,161)	$ (391,682)	$ (798,316)
Accumulated deficit	(798,316)		(798,316)		(615,768)	(798,316)
Net working capital	$ 519,943		$ 519,943			$ 519,943
Antidilutive securities excluded computation of diluted loss per share (in shares)	12,675,000		12,675,000
iPhone applications
Finite-Lived Intangible Assets [Line Items]
Depreciated over their estimated useful lives			3 years
DiMi Platform
Finite-Lived Intangible Assets [Line Items]
Depreciated over their estimated useful lives			5 years
Intellectual property | Minimum
Finite-Lived Intangible Assets [Line Items]
Depreciated over their estimated useful lives			3 years
Intellectual property | Maximum
Finite-Lived Intangible Assets [Line Items]
Depreciated over their estimated useful lives			15 years

XML

INTELLECTUAL PROPERTY (Detail Textuals ) (USD $)	6 Months Ended		25 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 28, 2013 Intellectual property	Feb. 29, 2012 Intellectual property	Feb. 28, 2013 Intellectual property	Feb. 29, 2012 Intellectual property
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 1,900	$ 66	$ 2,250	$ 33	$ 33	$ 66	$ 66

XML

Consolidated Statements of Cash Flows (USD $)	6 Months Ended		25 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013
Cash flows from operating activities
Net loss	$ (182,548)	$ (190,161)	$ (798,316)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	1,900	66	2,250
Warrant expense		9	9
Changes in operating assets and liabilities
Prepaid expense	4,500		(4,500)
Accounts payable	(2,509)	(16,601)	14,023
Net Cash used in operating activities	(178,657)	(206,687)	(786,534)
Cash flows from invesing activities
DiMi platform	(125,000)		(125,000)
Intellectual property
iPhone applications			(11,000)
Net cash used in investing activities	(125,000)		(136,000)
Cash flow from financing activities
Proceeds from common stock sale	100,000	1,040,000	1,452,000
Net cash provided by financing activities	100,000	1,040,000	1,452,000
Net increase in cash and cash equivalents	(203,657)	833,313	529,466
Cash and cash equivalents at beginning of period	733,123	117,382
Cash and cash equivalents at end of period	529,466	950,695	529,466
Cash paid during period for
Cash paid for interest
Cash paid for income taxes
Stock and warrants issued for intellectual property			1,971
Common stock exchanged for 1,000 preferred stock			$ 100,000

XML

Consolidated Balance Sheet (Parenthetical) (USD $)	Feb. 28, 2013	Aug. 31, 2012
Statement Of Financial Position [Abstract]
Series A convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Series A convertible preferred stock, shares authorized	50,000,000	50,000,000
Series A convertible preferred stock, shares issued	1,000	0
Series A Convertible Preferred Stock, shares outstanding	1,000	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	327,716,928	327,716,928
Common stock, shares outstanding	327,716,928	327,716,928

XML

BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS (Policies)

6 Months Ended

Feb. 28, 2013

Finite-Lived Intangible Assets [Line Items]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of DiMi Telematics International Inc. (formerly 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, 2012. 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, 2013, and the results of operations and cash flows for the six months ended February 28, 2013 and February 29, 2012. The results of operations for the six ended February 28, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year.

On October 28, 2011 First Quantum Ventures entered into a Share Exchange Agreement (the “Share Exchange”) with DiMi Telematics, Inc. shareholders. Pursuant to the Share Exchange Agreement, First Quantum Ventures issued 87,450,000 shares of common stock pre split in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc. (“DTI”) and First Quantum Ventures, Inc received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock.  As a result of the Share Exchange Agreement, DTI became a subsidiary of First Quantum Ventures, Inc.  The Company assumed operation of DiMi Telematics Inc. and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred.  In connection with the Share Exchange, (a) 15,000,000 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 has 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 will be accounted for as a reverse acquisition, i.e. the Company will be considered the acquired company and DTI will be considered the acquiring company. As a result, the Company’s assets and liabilities will be incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results will 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 Ventures, Inc., changed its name to DiMi Telematics International, Inc.

Going Concern

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 $182,548 for the six months ended February 28, 2013 and had an accumulated deficit of $798,316 as of February 28, 2013.  The Company has net working capital of $519,943 as of February 28, 2013.

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.

Cash and Cash Equivalents

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

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.  Currently our operating account is not above the FDIC limit.

Income Taxes

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.

Revenue Recognition

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

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

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

Net Loss per Share

 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 12,675,000 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 three and six months ended February 28, 2013.

Management Estimates

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.

iPhone applications

Finite-Lived Intangible Assets [Line Items]

Intangible Assets

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

Finite-Lived Intangible Assets [Line Items]

Intangible Assets

DiMi Platform.

The DiMi Platform is stated at cost. Anticipated completion is December 2013. 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

Finite-Lived Intangible Assets [Line Items]

Intangible Assets

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.

XML

Document and Entity Information	6 Months Ended
	Feb. 28, 2013	Apr. 10, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	DiMi Telematics International, Inc.
Entity Central Index Key	0001409197
Trading Symbol	dimi
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--08-31
Entity Well-Known Seasoned Issuer	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		327,716,928
Document Type	10-Q
Document Period End Date	Feb. 28, 2013
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

INTELLECTUAL PROPERTY (Tables) (Intellectual property)

6 Months Ended

Feb. 28, 2013

Intellectual property

Finite-Lived Intangible Assets [Line Items]

Schedule of intangible assets

	February 28, 2013		August 31, 2012
Intellectual property	$	2,190	$	2,190
Less: amortization		416		350
Net intellectual property	$	1,774	$	1,840

XML

Consolidated Statements of Operations (unaudited) (USD $)	3 Months Ended		6 Months Ended		25 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013
Income Statement [Abstract]
Revenue
Operating expenses
Selling, general and administrative expenses	83,677	132,118	180,648	190,095	796,285
Amortization expense	950	33	1,900	66	2,031
Total operating expenses	84,627	132,151	182,548	190,161	798,316
Loss before income tax	(84,627)	(132,151)	(182,548)	(190,161)	(798,316)
Provision for income tax
Net Loss	$ (84,627)	$ (132,151)	$ (182,548)	$ (190,161)	$ (798,316)
Net loss per share: basic and diluted (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average share outstanding (in shares)	327,716,928	96,177,043	327,716,928	96,177,043

XML

DiMi PLATFORM

6 Months Ended

Feb. 28, 2013

Dimi Platform [Abstract]

DiMi PLATFORM

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 year end 2013.  A total of $125,000 has been paid.

XML

I PHONE APPLICATION

6 Months Ended

Feb. 28, 2013

I Phone Application [Abstract]

I PHONE APPLICATION

3. I PHONE APPLICATION

The Company’s purchase of an iPhone application was completed in September 2012.  The total cost of the applications is $11,000 and will be amortized over a three year period.

	February 28, 2013
Intellectual property	$	11,000
Less: amortization		1,834
Net intellectual property	$	9,166

Amortization expense for the iPhone application for the three months ended February 28, 2013 and 2012 amounted to $917 and $0, respectively.  Amortization expense for the iPhone application for the six months ended February 28, 2013 and 2012 amounted to $1,834 and $0, respectively.

XML

INTELLECTUAL PROPERTY (Details) (Intellectual property, USD $)	Feb. 28, 2013	Aug. 31, 2012
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Intellectual property	$ 2,190	$ 2,190
Less: amortization	416	350
Net intellectual property	$ 1,774	$ 1,840

XML

I PHONE APPLICATION (Tables) (iPhone applications)

6 Months Ended

Feb. 28, 2013

iPhone applications

Finite-Lived Intangible Assets [Line Items]

Schedule of intangible assets

	February 28, 2013
Intellectual property	$	11,000
Less: amortization		1,834
Net intellectual property	$	9,166

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Feb. 28, 2013

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

As of February 28, 2013 there are no continuing commitments and contingencies.

XML

EQUITY

6 Months Ended

Feb. 28, 2013

Equity [Abstract]

EQUITY

5. EQUITY

Common Stock

The Company formed in the state of Nevada on January 28, 2011.  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 shareholders 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 the company 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 the company issued 296,400,000 shares of common stock through stock purchase agreements in the amount of $312,000.

During the second quarter the Company sold stocks and warrants in the amount of $815,000.  The stocks 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 for the sale.

The Company 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, the Company received $25,000.  

On September 28, 2011 the Company 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 First Quantum Ventures entered into a Share Exchange Agreement (“Share Exchange”) with DiMi Telematics, Inc. shareholders. Pursuant to the agreement, First Quantum Ventures issued 87,450,000 shares of common stock (pre split) in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc (DTI), First Quantum Ventures, Inc 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

On June 14, 2012 the Company entered into an exchange agreement with a major shareholder 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 shareholder.  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 shareholder.

Warrants

The Company issued 12,000,000 Common Stock warrants, at an exercise price of $0.17 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 the Company issued 337,500 Class A warrants at an exercise price of $0.17 per share and issued 337,500 Class B Warrants at an exercise price of $0.25 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, 2011		12,000,000	$	0.17
Granted		675,000		0.17
Exercised		-		-
Cancelled or expired		-		-
Ending balance August 31, 2012		12,675,000		0.17
Granted		-		-
Exercised		-		-
Canceled or expired		-		-
Outstanding at February 28, 2013		12,675,000	$	0.17

Warrants Outstanding
					Weighted
					Average
					Remaining
Exercise			Number		Contractual
Prices			Outstanding		Life (years)
	$	0.17		12,000,000		2.75
		0.17		675,000		3.0
				12,675,000		2.76

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RELATED PARTY TRANSACTIONS

6 Months Ended

Feb. 28, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

6. RELATED PARTY TRANSACTIONS

None

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SUBSEQUENT EVENTS

6 Months Ended

Feb. 28, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

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.

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BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS (Details Textuals) (Securities Purchase Agreements)	1 Months Ended
	Jan. 24, 2013	Oct. 28, 2011 First Quantum Ventures	Sep. 28, 2011 First Quantum Ventures
Number of common stock shares issued (in shares)	10,000,000	87,450,000
Number common stock receivable during period shares (in shares)		145,750,000
Number of common stock to be puchased by warants (in shares)		21,625,000
Number of Company's issued and outstanding common stock, surrendered for cancellation (in shares)			15,000,000

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I PHONE APPLICATION (Detail Textuals) (USD $)	6 Months Ended		25 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 28, 2013 iPhone applications	Feb. 29, 2012 iPhone applications	Feb. 28, 2013 iPhone applications	Feb. 29, 2012 iPhone applications
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 1,900	$ 66	$ 2,250	$ 917	$ 0	$ 1,834	$ 0

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Consolidated Statement of Stockholders' Equity (USD $)	Preferred Shares	Common Shares	APIC	Stock Payable	Accumulated Deficit	Total
Balance at Aug. 31, 2011		$ 344,400	$ (30,210)		$ (224,086)	$ 90,104
Balance (in shares) at Aug. 31, 2011		344,400,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares sold		25,600	1,014,400			1,040,000
Shares sold (in shares)		25,600,000
Acquisition of DiMi		57,717	(57,717)
Acquisition of DiMi (in shares)		57,716,928
Common stock exchanged for 1,000 shares preferred stock	1	(100,000)	99,999
Common stock exchanged for 1,000 shares preferred stock (in shares)	1,000	(100,000,000)				1,000
Warrant expense			9			9
Net loss					(391,682)	(391,682)
Balance at Aug. 31, 2012	1	327,717	1,026,481		(615,768)	738,431
Balance (in shares) at Aug. 31, 2012	1,000	327,716,928
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock				100,000		100,000
Net loss					(182,548)	(182,548)
Balance at Feb. 28, 2013	$ 1	$ 327,717	$ 1,026,481	$ 100,000	$ (798,316)	$ 655,883
Balance (in shares) at Feb. 28, 2013	1,000	327,716,928

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INTELLECTUAL PROPERTY

6 Months Ended

Feb. 28, 2013

Intellectual Property [Abstract]

INTELLECTUAL PROPERTY

2. INTELLECTUAL PROPERTY

Intellectual property of the following:

	February 28, 2013		August 31, 2012
Intellectual property	$	2,190	$	2,190
Less: amortization		416		350
Net intellectual property	$	1,774	$	1,840

The company 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, 2013 and February 29, 2012 amounted to $33 and $33, respectively. Amortization expense for the six months ended February 28, 2013 and February 29, 2012 amounted to $66 and $66, respectively.

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DiMi PLATFORM (Detail Textuals) (USD $)	6 Months Ended	25 Months Ended
	Feb. 28, 2013	Feb. 28, 2013
Finite-Lived Intangible Assets [Line Items]
Payments to develop software	$ 125,000	$ 125,000
DiMi Platform
Finite-Lived Intangible Assets [Line Items]
Payments to develop software	$ 125,000

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EQUITY (Tables)

6 Months Ended

Feb. 28, 2013

Equity [Abstract]

Schedule of estimated value of warrants granted using Black-Scholes pricing model

Risk-free interest rate at grant date	0.39	%
Expected stock price volatility	200	%
Expected dividend payout	--
Expected option in life-years	2

Schedule of warrants transactions

	Number of Warrants		Weighted-Average Price Per Share
Balance August 31, 2011		12,000,000	$	0.17
Granted		675,000		0.17
Exercised		-		-
Cancelled or expired		-		-
Ending balance August 31, 2012		12,675,000		0.17
Granted		-		-
Exercised		-		-
Canceled or expired		-		-
Outstanding at February 28, 2013		12,675,000	$	0.17

Schedule of outstanding and exercisable warrants

Warrants Outstanding
					Weighted
					Average
					Remaining
Exercise			Number		Contractual
Prices			Outstanding		Life (years)
	$	0.17		12,000,000		2.75
		0.17		675,000		3.0
				12,675,000		2.76