10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

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

For the quarterly period ended November 30, 2016

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☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if smaller reporting company)	Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☐ No ☒

As of January 20, 2017, there were 2,922,712 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4	Controls and Procedures	10
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	11

PART I - FINANCIAL INFORMATION

These unaudited consolidated financial statements have been prepared by DiMi Telematics International, Inc. (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2016 as filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2016. In the opinion of the the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of November 30, 2016 and August 31, 2016 and the results of its operations and cash flows for the periods ended November 30, 2016 and 2015 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.

Consolidated Balance Sheets

(Unaudited)

	November 30,			August 31,
	2016			2016
Assets
Current assets
Cash	$	14,488		$	431
Total current assets		14,488			431
Intellectual property, net of amortization of $909 and $876, respectively		1,281			1,314
Total assets	$	15,769		$	1,745
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	56,060			69,426
Accounts payable - related party		-			14,609
Note payable - related party		116,000			31,500
Total current liabilities		172,060			115,535
Stockholders' Deficit
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares;   no shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively		-			-
Common stock, $0.001 par value: 800,000,000 authorized; 2,922,712 and 2,922,712 shares issued and outstanding as of  November 30, 2016 and August 31, 2016, respectively		2,923			2,923
Additional paid-in capital		2,310,876			2,310,876
Accumulated deficit		(2,470,090	)		(2,427,589	)
Total stockholders' deficit		(156,291	)		(113,790	)
Total liability and stockholders' deficit	$	15,769		$	1,745

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

- 2 -

Dimi Telematics International, Inc.

Consolidated Statements of Operations

(Unaudited)

	For the three months ended
	November 30,			November 30,
	2016			2015
Operating expenses:
Selling, general and administrative expenses	$	8,452		$	6,866
Payroll expense		24,563			22,717
Professional fees		8,613			39,692
Consulting		-			11,784
Amortization expense		33			33
Total operating expenses		41,661			81,092
Loss from operations		(41,661	)		(81,092	)
Other expense
Interest expense		(840	)		-
Total other expense		(840	)		-
Loss before income tax		(42,501	)		(81,092	)
Provision for income tax		-			-
Net Loss	$	(42,501	)	$	(81,092	)
Net loss per share: basic and diluted	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding basic and diluted		2,922,712			2,956,129

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

- 3 -

Dimi Telematics International, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the three months ended
	November 30,			November 30,
	2016			2015
Cash flows from operating activities
Net loss	$	(42,501	)	$	(81,092	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense		33			33
Stock based compensation		-			5,250
Changes in operating assets and liabilities
Accounts payable		(14,206	)		16,702
Accounts payable - related party		(14,609	)		-
Accrued interest expense		840			-
Prepaid expense		-			(2,000	)
Net Cash used in operating activities		(70,443	)		(61,107	)
Cash flow from financing activities
Payments for note payable - related party		(5,500	)
Proceeds from note payable - related party		90,000			-
Net cash provided by financing activities		84,500			-
Net increase (decrease) in cash and cash equivalents		14,057			(61,107	)
Cash and cash equivalents at beginning of period		431			185,869
Cash and cash equivalents at end of period	$	14,488		$	124,762
Supplemental disclosure of cash flow information
Cash paid during period for
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

- 4 -

DiMi Telematics International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited 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 November 30, 2016, and the results of operations and cash flows for the three months ended November 30, 2016 and 2015. The results of operations for the three months ended November 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Certain prior period amounts have been reclassified to conform to current period presentation.

Going Concern

The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $42,501 for the three months ended November, 2016 and had a working capital deficit of $157,572 as of November 30, 2016.  These conditions raise substantial doubt about our ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

2. EQUITY

Common Stock

The Company was formed in the state of Nevada on April 13, 2006.  The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001.

On October 1, 2015, the Board of Directors and a majority of the Company’s shareholders approved an amendment of the Company’s Articles of Incorporation to effect a one (1) for three (3) reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock. The effect of the Reverse Split has been applied retroactively throughout this quarterly report.

On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for consulting fees in the amount of $105,000. The shares were issued on October 30, 2015.

On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for stock based compensation in the amount of $105,000. The shares were issued on October 30, 2015.

On October 30, 2015, the Company issued the 500,000 shares of common stock granted on July 8, 2015 to settle the common stock payable of $210,000.

- 5 -

2. NOTE PAYABLE – RELATED PARTY

On April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016, the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November 17, 2016, the Company repaid the principal amount of the note, or$5,500.

The changes in notes payable to related party consisted of the following during the year ending November 30, 2016:

	November 30, 2016			August 31, 2016
Notes payable – related party at beginning of period	$	5,500		$	-
Payments on notes payable – related party		(5,500	)		-
Borrowings on notes payable – related party		-			5,500
Convertible debenture – related party at end of period	$	-		$	5,500

On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. On October 27, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months from the date of issuance. On November 14, 2016, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $80,000 which matures six months from the date of issuance

The changes in notes payable to related party consisted of the following during the year ended November 30, 2016:

	November 30, 2016		August 31, 2016
Notes payable – related party at beginning of period	$	26,000	$	-
Payments on notes payable – related party		-		-
Borrowings on notes payable – related party		90,000		26,000
Convertible debenture – related party at end of period	$	116,000	$	26,000

3. RELATED PARTY TRANSACTIONS

We currently lease approximately 500 square feet of general office space at 290 Lenox Avenue, New York, NY 10027 from our Vice President – Operations.

On April 27, 2016, the Company issued our CEO two 7% unsecured promissory note in the aggregate amount of $5,500 which matured six months from the date of issuance Both notes have been paid off and the remaining principal amount is $0.

On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance.

On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. 

As of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of November 30, 2016 the accounts payable – related party has been paid and currently has a balance of $0.

On October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six months from the date of issuance.

One November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance.

- 6 -

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements

We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this Quarterly Report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

● Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

● Our failure to earn revenues or profits;

● Inadequate capital to continue business;

● Volatility or decline of our stock price;

● Potential fluctuation in quarterly results;

● Rapid and significant changes in markets;

● Litigation with or legal claims and allegations by outside parties; and

● Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this Quarterly Report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

Cine-Source Entertainment, Inc. (the “Old Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation. A previous controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April 26, 2004, the Surviving Corporation effectuated 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.

Name	Title(s)
Barry Tenzer	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
Roberto Fata	Executive Vice President – Business Development and Director

- 7 -

The Share Exchange qualified as a transaction exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”), and under the applicable securities laws of each jurisdiction where any of the stockholders reside.

On March 15, 2012, the Company changed its name to DiMi Telematics, International, Inc.

On April 16, 2012, the Company issued a 1 for 1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common stock.  On May 16, 2012 the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional 71,286,155 shares were issued. The dividends were also applied to 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, the Company 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. Other than the oversight and administration of our corporate, financial and legal affairs by the executive management team, our Company’s operating activities are centralized in the following three core areas:

Sales and Marketing 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 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 platform; and

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. We anticipate that the creative formulation of enhancements and new product conceptualization will be performed in-house by our officers and directors. Thereafter, we intend to outsource software enhancement and product development to outside third parties.

Plan of Operations

Product Development Plan

Product development will be tasked with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications on a timely basis.

The primary building blocks of M2M technology on which the Company has focused its development activities have been and will remain:

● Building an expert knowledge base of existing and emerging electronics/technologies that enable geo-location, remote monitoring and control, auto-diagnostics and object identification;

● Engagement of a cloud computing platform that enables ubiquitous, scalable and on-demand network access;

● Development of proprietary software that controls two-way communication events, acts on predefined rules and delivers users a customized web interface that is accessible 24/7 from any web-enabled computer or device anywhere on Earth; and

● Information systems that enable users to process management solutions that allow for exploiting the information gathered for intelligent decision-making purposes and enhanced situational awareness.

- 8 -

Marketing Plan

Strategically, the Company is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise.

We have also taken, and will continue to take, the necessary steps to secure the proprietary aspects of our applications through patent filings in the U.S. and in key international markets. Moreover, we intend to remain focused on proactively developing best-of-breed Internet-enabled M2M solutions that will effectively meet the evolving needs of our primary target market, namely web-based remote asset tracking, management and control with applications in the commercial, industrial, educational, government and military sectors.

As soon as practicable, the Company intends to concentrate its 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.

Employees

As of November 30, 2016 the Company employed no full time and no part time employees other than its Chief Executive Officer.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2016 AND 2015.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended November 30, 2016 and 2015 totaled $8,452 and $6,866, respectively. Payroll expense amounted to $24,563 and $22,717 for the three months ended November 30, 2016 and 2015, respectively.

Amortization Expense

Amortization expense for the three months ended November 30, 2016 and 2015 totaled $33 and $33, respectively. Amortization expense is the expensing of intellectual property and the iPhone application.

Interest Expense

Interest expense on promissory notes for the three months ended November 30, 2016 and 2015, was $840 and $0, respectively.  The Company entered into two unsecured promissory notes with related parties during the three months ended November 30, 2016.  The notes have a 7% interest rate and mature 6 months from the date of issuance. See Note 2.

Net Loss

For the reasons stated above, our net loss for the three months ended November 30, 2016 totaled $42,501 or ($0.01) per share, a decrease of $38,591 compared to a net loss for the three months ended November 30, 2015 of $81,092, or ($0.03) per share. The majority of the additional loss is due to a decrease in consulting and professional fees.

- 9 -

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2016, we had cash and cash equivalents of $14,488. Net cash used in operating activities for the three months ended November 30, 2016 was approximately $70,443. Our current liabilities as of November 30, 2016 totaled $172,060 consisting of accounts payable and accrued liabilities of $56,060 and note payables of $116,000. We have net negative working capital of $157,572 as of November 30, 2016.

The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has reported a net loss of $42,501 for the three months ended November 30, 2016 and had an accumulated deficit of $2,470,090 as of November 30, 2016. These conditions raise significant doubt about our ability to continue as a going concern.

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 to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 Act (“Exchange Act”)).  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, it has been concluded that the design and operation of our disclosure controls and procedures are not effective since the following material weaknesses exist:

● Since inception our chief executive officer also functions as our chief financial officer. As a result, our officers may not be able to identify errors and irregularities in the financial statements and reports;

● We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function.  While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties; and

● Documentation of all proper accounting procedures is not yet complete.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

- 10 -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to, nor is any of our property currently the subject of, any pending legal proceeding that will have a material adverse effect on our business.

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

No disclosure required.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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*

* Filed herewith.

** Furnished herewith.

- 11 -

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.
January 20, 2017	By:	/s/ Barry Tenzer
		Barry Tenzer President, CEO and CFO
		(Principal Executive Officer and Principal Financial Officer)

- 12 -

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Barry Tenzer certify that:

1.       I have reviewed this Quarterly Report on Form 10-Q of DiMi Telematics International, Inc. for the quarter ended November 30, 2016, 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: January 20, 2017	/s/ Barry Tenzer
	Barry Tenzer President, CEO and CFO (Principal Executive Officer and Principal Financial and Accounting Officer)

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 November 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Barry Tenzer, the President, Chief Executive Officer and Chief Financial Officer of the registrant, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

1.       The Report on Form 10-Q fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 20, 2017	By:	/s/ Barry Tenzer
		Name: Barry Tenzer
		Title: President, CEO and CFO
		(Principal Executive Officer and Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2016	Jan. 20, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	DiMi Telematics International, Inc.
Entity Central Index Key	0001409197
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Document Type	10-Q
Document Period End Date	Nov. 30, 2016
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,922,712

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Current assets
Cash	$ 14,488	$ 431
Total current assets	14,488	431
Intellectual property, net of amortization of $909 and $876, respectively	1,281	1,314
Total assets	15,769	1,745
Current liabilities
Accounts payable and accrued liabilities	56,060	69,426
Accounts payable - related party		14,609
Note payable - related party	116,000	31,500
Total current liabilities	172,060	115,535
Stockholders' Deficit
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively
Common stock, $0.001 par value: 800,000,000 authorized; 2,922,712 and 2,922,712 shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively	2,923	2,923
Additional paid-in capital	2,310,876	2,310,876
Accumulated deficit	(2,470,090)	(2,427,589)
Total stockholders' deficit	(156,291)	(113,790)
Total liability and stockholders' deficit	$ 15,769	$ 1,745

XML

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Statement of Financial Position [Abstract]
Amortization of intangible assets	$ 909	$ 876
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
Series A convertible preferred stock, shares outstanding
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	2,922,712	2,922,712
Common stock, shares outstanding	2,922,712	2,922,712

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Operating expenses
Selling, general and administrative expenses	$ 8,452	$ 6,866
Payroll expense	24,563	22,717
Professional fees	8,613	39,692
Consulting		11,784
Amortization expense	33	33
Total operating expenses	41,661	81,092
Loss from operations	(41,661)	(81,092)
Other expense
Interest expense	(840)
Total other expense	(840)
Loss before income tax	(42,501)	(81,092)
Provision for income tax
Net Loss	$ (42,501)	$ (81,092)
Net loss per share: basic and diluted	$ (0.01)	$ (0.03)
Weighted average shares outstanding basic and diluted	2,922,712	2,956,129

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Cash flows from operating activities
Net loss	$ (42,501)	$ (81,092)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	33	33
Stock based compensation		5,250
Changes in operating assets and liabilities
Accounts payable	(14,206)	16,702
Accounts payable - related party	(14,609)
Accrued interest expense	840
Prepaid expense		(2,000)
Net Cash used in operating activities	(70,443)	(61,107)
Cash flow from financing activities
Payments for note payable - related party	(5,500)
Proceeds from note payable - related party	90,000
Net cash provided by financing activities	84,500
Net increase (decrease) in cash and cash equivalents	14,057	(61,107)
Cash and cash equivalents at beginning of period	431	185,869
Cash and cash equivalents at end of period	14,488	124,762
Cash paid during period for
Cash paid for interest
Cash paid for income taxes

XML

Basis of Presentation

3 Months Ended

Nov. 30, 2016

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited 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 November 30, 2016, and the results of operations and cash flows for the three months ended November 30, 2016 and 2015. The results of operations for the three months ended November 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Certain prior period amounts have been reclassified to conform to current period presentation.

Going Concern

The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $42,501 for the three months ended November, 2016 and had a working capital deficit of $157,572 as of November 30, 2016.  These conditions raise substantial doubt about our ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

XML

Equity

3 Months Ended

Nov. 30, 2016

Equity [Abstract]

EQUITY

2. EQUITY

Common Stock

The Company was formed in the state of Nevada on April 13, 2006.  The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001.

On October 1, 2015, the Board of Directors and a majority of the Company’s shareholders approved an amendment of the Company’s Articles of Incorporation to effect a one (1) for three (3) reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock. The effect of the Reverse Split has been applied retroactively throughout this quarterly report.

On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for consulting fees in the amount of $105,000. The shares were issued on October 30, 2015.

On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for stock based compensation in the amount of $105,000. The shares were issued on October 30, 2015.

On October 30, 2015, the Company issued the 500,000 shares of common stock granted on July 8, 2015 to settle the common stock payable of $210,000.

XML

Note Payable Relared Party

3 Months Ended

Nov. 30, 2016

Note Payable - Relared Party [Abstract]

NOTE PAYABLE - RELATED PARTY

2. NOTE PAYABLE – RELATED PARTY

On April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016, the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November 17, 2016, the Company repaid the principal amount of the note, or$5,500.

The changes in notes payable to related party consisted of the following during the year ending November 30, 2016:

	November 30,  2016			August 31, 2016
Notes payable – related party at beginning of period	$	5,500		$	-
Payments on notes payable – related party		(5,500	)		-
Borrowings on notes payable – related party		-			5,500
Convertible debenture – related party at end of period	$	-		$	5,500

On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. On October 27, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months from the date of issuance. On November 14, 2016, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $80,000 which matures six months from the date of issuance

The changes in notes payable to related party consisted of the following during the year ended November 30, 2016:

	November 30,  2016		August 31, 2016
Notes payable – related party at beginning of period	$	26,000	$	-
Payments on notes payable – related party		-		-
Borrowings on notes payable – related party		90,000		26,000
Convertible debenture – related party at end of period	$	116,000	$	26,000

XML

Related Party Transactions

3 Months Ended

Nov. 30, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

3. RELATED PARTY TRANSACTIONS

We currently lease approximately 500 square feet of general office space at 290 Lenox Avenue, New York, NY 10027 from our Vice President – Operations.

On April 27, 2016, the Company issued our CEO two 7% unsecured promissory note in the aggregate amount of $5,500 which matured six months from the date of issuance Both notes have been paid off and the remaining principal amount is $0.

On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance.

On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. 

As of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of November 30, 2016 the accounts payable – related party has been paid and currently has a balance of $0.

On October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six months from the date of issuance.

One November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance.

XML

Basis of Presentation (Policies)

3 Months Ended

Nov. 30, 2016

Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements of DiMi Telematics International, Inc. (formerly known as First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited 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 November 30, 2016, and the results of operations and cash flows for the three months ended November 30, 2016 and 2015. The results of operations for the three months ended November 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Certain prior period amounts have been reclassified to conform to current period presentation.

Going Concern

Going Concern

The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $42,501 for the three months ended November, 2016 and had a working capital deficit of $157,572 as of November 30, 2016.  These conditions raise substantial doubt about our ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

XML

Note Payable Relared Party (Tables)

3 Months Ended

Nov. 30, 2016

Note Payable - Relared Party [Abstract]

Schedule of notes payable to related party

The changes in notes payable to related party consisted of the following during the year ending November 30, 2016:

	November 30,  2016			August 31, 2016
Notes payable – related party at beginning of period	$	5,500		$	-
Payments on notes payable – related party		(5,500	)		-
Borrowings on notes payable – related party		-			5,500
Convertible debenture – related party at end of period	$	-		$	5,500

The changes in notes payable to related party consisted of the following during the year ended November 30, 2016:

	November 30,  2016		August 31, 2016
Notes payable – related party at beginning of period	$	26,000	$	-
Payments on notes payable – related party		-		-
Borrowings on notes payable – related party		90,000		26,000
Convertible debenture – related party at end of period	$	116,000	$	26,000

XML

Basis of Presentation (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Basis of Presentation (Textual)
Net loss	$ (42,501)	$ (81,092)
Working capital deficit	$ 157,572

XML

Equity (Details) - USD ($)			1 Months Ended
	Oct. 30, 2015	Jul. 08, 2015	Oct. 01, 2015	Nov. 30, 2016	Aug. 31, 2016
Equity (Textual)
Common stock, shares authorized				800,000,000	800,000,000
Common stock, par value				$ 0.001	$ 0.001
Preferred Stock, shares authorized				50,000,000	50,000,000
Preferred Stock, par value				$ 0.001	$ 0.001
Reverse stock split			1 for 3
Stock issued during period, value	$ 210,000
Stock issued during period, shares	500,000
Consulting Fees [Member]
Equity (Textual)
Stock issued during period, value		$ 105,000
Stock issued during period, shares		250,000
Stock Based Compensation [Member]
Equity (Textual)
Stock issued during period, value		$ 105,000
Stock issued during period, shares		250,000

XML

Note Payable Relared Party (Details) - 7% unsecured promissory note [Member] - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2016	Aug. 31, 2016
Shareholder [Member]
Debt Instrument [Line Items]
Notes payable - related party at beginning of period	$ 26,000
Payments on notes payable - related party
Borrowings on notes payable - related party	90,000	26,000
Convertible debenture - related party at end of period	116,000	26,000
CEO [Member]
Debt Instrument [Line Items]
Notes payable - related party at beginning of period	5,500
Payments on notes payable - related party	(5,500)
Borrowings on notes payable - related party		5,500
Convertible debenture - related party at end of period		$ 5,500

XML

Note Payable Relared Party (Details Textual) - 7% unsecured promissory note [Member] - USD ($)	Nov. 14, 2016	Oct. 27, 2016	Aug. 15, 2016	Jul. 05, 2016	May 17, 2016	Apr. 27, 2016
Lyle Hauser [Member]
Debt Instrument [Line Items]
Unsecured promissory note issued	$ 80,000	$ 10,000	$ 16,000		$ 10,000
CEO [Member]
Debt Instrument [Line Items]
Unsecured promissory note issued				$ 3,000		$ 2,500
Repaid of principal amount	$ 5,500

XML

Related Party Transactions (Details)	Nov. 30, 2016 USD ($) ft²	Nov. 14, 2016 USD ($)	Oct. 27, 2016 USD ($)	Aug. 31, 2016 USD ($)	Aug. 15, 2016 USD ($)	Jul. 05, 2016 USD ($)	May 17, 2016 USD ($)	Apr. 27, 2016 USD ($)
Related Party Transactions (Textual)
Accounts payable related party				$ 14,609
CEO [Member]
Related Party Transactions (Textual)
Accounts payable related party	$ 0
Related party outstanding payable				$ 14,609
7% unsecured promissory note [Member] | Lyle Hauser [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued		$ 80,000	$ 10,000		$ 16,000		$ 10,000
7% unsecured promissory note [Member] | CEO [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued						$ 3,000		$ 2,500
7% unsecured promissory note [Member] | CEO two [Member]
Related Party Transactions (Textual)
Unsecured promissory note issued								5,500
Principal amount								$ 0
Vice President - Operations [Member]
Related Party Transactions (Textual)
General office space lease (In square feet) | ft²	500