BSPK 10-K Fiscal year ended Aug. 31, 2013

Dimi Telematics International, Inc.

(Formerly First Quantum Ventures, Inc.)

(A Development Stage Company)

		August 31				August 31
Assets		2013				2012
Current assets
Cash		$	437,970			$	733,123
Prepaid expense			-				9,000
Total current assets			437,970				742,123
DiMi Platform			241,275				-
iPhone applications, net of amortization of $3,667 and $0			7,333				11,000
Intellectual property, net of amortization of $482 and $350			1,708				1,840
Total assets		$	688,286			$	754,963
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities		$	17,000			$	16,532
Accounts payable - related party			4,500				-
Total current liabilities			21,500				16,532
Commitments and contingencies
Stockholders' Equity
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000
authorized shares.   1,000 and 1,000 shares issued and  outstanding
August 31, 2013 and August 31, 2012, respectively			1				1
Common stock, $.001 par value: 500,000,000 authorized;
352,716,928 and 327,716,928 shares issued and
outstanding on August 31, 2013 and August 31, 2012, respectively			352,717				327,717
Common stock payable			-				-
Additional paid in capital			1,251,481				1,026,481
Accumulated deficit			(937,413	)			(615,768	)
Total stockholders' equity			666,786				738,431
Total liability and stockholders' equity		$	688,286			$	754,963

Dimi Telematics International, Inc.

										From
										Inception
		For the				For the				January 28,
		year				year				2011
		ended				ended				through
		August 31,				August 31,				August 31,
		2013				2012				2013
Revenue		$	-			$	-			$	-
Operating expenses
Selling, general and administrative expenses			317,847				391,551				933,484
Amortization expense			3,798				131				3,929
Total operating expenses			321,645				391,682				937,413
Loss before income tax			(321,645	)			(391,682	)			(937,413	)
Provision for income tax			-				-				-
Net Loss		$	(321,645	)		$	(391,682	)		$	(937,413	)
Net loss per share: basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average share outstanding			341,990,901				382,307,654

Dimi Telematics International, Inc.

		Preferred				Preferred				Common				Common
		Shares				Par				Shares				Par								Accumulated
		Outstanding				Amount				Outstanding				Amount				APIC				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
Sale of common stock											25,000,000				25,000				225,000								250,000
Net loss																							(321,645	)			(321,645	)
Ending Balance
August 31, 2013			1,000			$	1				352,716,928			$	352,717			$	1,251,481			$	(937,413	)		$	666,786

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

Dimi Telematics International, Inc.

										From
										Inception
		For the				For the				January 28,
		year				year				2011
		ended				ended				through
		August 31,				August 31,				August 31,
		2013				2012				2013
Cash flows from operating activities
Net loss		$	(321,645	)		$	(391,682	)		$	(937,413	)
Adjustments to reconcile net loss to net
cash used in operating activities
Amortization expense			3,799				131				4,149
Warrant expense			-				9				9
Changes in operating assets and liabilities
Prepaid expense			9,000				(9,000	)			-
Accounts payable			468				(12,717	)			17,000
Accounts payable - related party			4,500				-				4,500
Net Cash used in operating activities			(303,878	)			(413,259	)			(911,755	)
Cash flows from investing activities
DiMi platform			(241,275	)			-				(241,275	)
iPhone applications			-				(11,000	)			(11,000	)
Net cash used in investing activities			(241,275	)			(11,000	)			(252,275	)
Cash flow from financing activities
Proceeds from common stock sale			250,000				1,040,000				1,602,000
Net cash provided by financing activities			250,000				1,040,000				1,602,000
Net increase in cash and cash equivalents			(295,153	)			615,741				437,970
Cash and cash equivalents at beginning of period			733,123				117,382				-
Cash and cash equivalents at end of period		$	437,970			$	733,123			$	437,970
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

DiMi Telematics International, Inc.

(Formerly First Quantum Ventures, Inc.)

(A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis of Presentation

The accompanying financial statements present on a consolidated basis the accounts of DiMi Telematics International, Inc. (formerly First Quantum Ventures, Inc.), a Nevada corporation (the “Company”), and its wholly owned subsidiary, DiMi Telematics, Inc. (“DTI”). All significant intercompany accounts and transactions have been eliminated in consolidation.

On October 28, 2011, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with DTI and its stockholders. Pursuant to the agreement, the Company issued 87,450,000 shares of its common stock in exchange for all outstanding shares and warrants to purchase common shares of DTI.  As a result of the Share Exchange Agreement, DTI became a subsidiary of the Company.  The Company assumed operation of DTI and entered the Telematics/M2M industry. On November 10, 2011, the closing of the Share Exchange occurred.  In connection with the Share Exchange, (a) 15,000,000 of the Company’s  issued and outstanding shares of 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 Share Exchange was accounted for as a reverse acquisition, i.e., the Company was considered the acquired company and DTI was considered the acquiring company. As a result, the Company’s assets and liabilities were incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results will not include the Company’s results prior to the date of closing. Accordingly the accompanying financial statements are the financial statements of 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 of 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., a Nevada corporation.  During the first year of operations DTI redefined its business purpose and operation.  On June 20, 2011, DTI changed its name from Medepet Inc. to Precision Loc8.  On July 28, 2011, DTI changed its name from Precision Loc8 to Precision Telematics Inc. On August 9, 2011, DTI changed its name to DiMi Telematics Inc.

On July 28, 2011, DTI entered into an asset purchase agreement for the purchase of intellectual property.

DTI designs, develops and distributes Machine-to-Machine (M2M) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the pervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices.

DTI is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise.  Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our 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 $321,645 for the year ended August 31, 2013 and had an accumulated deficit of $937,413 as of August 31, 2013.  The Company had net working capital of $416,470 as of August 31, 2013.

Our 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 communication s 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.

Our 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, we intend to concentrate our 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, we 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 above the FDIC limit.  The amount in excess of the FDIC limit is $171,709 as of August 31, 2013.

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 year ended August 31, 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:

		August 31, 2013				August 31, 2012
Intellectual property		$	2,190			$	2,190
Less: amortization			482				350
Net intellectual property		$	1,708			$	1,840

DTI executed an Asset Purchase Agreement on August 28, 2011 which included various types of intellectual property.  Amortization expense for the year months ended August 31, 2013 and 2012 amounted to $132 and $131, respectively.

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.

		August 31, 2013
Intellectual property		$	11,000
Less: amortization			3,667
Net intellectual property		$	7,333

Amortization expense for the iPhone application for the year ended August 31, 2013 and 2012 amounted to $3,667 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 second quarter 2014.  A total of $241,275 has been paid.

5. EQUITY

Common Stock

The Company was formed in the state of Nevada on April 13, 2006.  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 stockholders of record whereby the Company issued an additional 101,879,232 shares of common stock.   On May 16, 2012 the Company issued an additional 1 for 1 stock dividend to current stockholders of record whereby an additional 213,858,464 shares were issued. The dividends include outstanding warrants.  The Company has reflected the dividends as splits, which have been retroactively reflected in the financial statements.

On July 29, 2011, DTI issued 48,000,000 shares of common stock and 48,000,000 warrants for the purchase of common stock pursuant to an Asset Purchase Agreement for the purchase of intellectual property valued at $2,190.

During the period ended August 31, 2011, DTI issued 296,400,000 shares of common stock through stock purchase agreements in the amount of $312,000.

On September 12, 2011, DTI entered into a Securities Purchase Agreement for the sale of 600,000 shares of common stock at $0.042 per share.  The Security Purchase Agreement includes 150,000 Class A warrants and 150,000 Class B warrants.  On September 12, 2011, DTI received $25,000.

On September 28, 2011, DTI entered into a Securities Purchase Agreement for the sale of 4,800,000 shares of common stock at $0.042 per share in the amount of $200,000.  The Security Purchase Agreement includes 1,200,000 Class A warrants and 1,200,000 Class B warrants.

On October 28, 2011, the Company (f/k/a First Quantum Ventures, Inc.) entered into a Share Exchange Agreement (“Share Exchange”) with DiMi Telematics, Inc. stockholders. Pursuant to the agreement, the Company issued 87,450,000 shares of common stock (pre-split) in exchange for all outstanding shares and warrants to purchase common shares of DTI, the Company received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock.  In connection with the Share Exchange, (a) 15,000,000 shares of the Company’s issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation.

During the second quarter of its fiscal year 2012 the Company sold shares of common stock and warrants in the amount of $815,000.  The shares and warrants were unissued as of February 29, 2012.  During April 2012, the Company issued 20,200,000 shares of common stock and 16,300,000 warrants.

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

On January 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 10,000,000 shares of common stock in the amount of $100,000.

On April 24, 2013 the Company entered into a Securities Purchase Agreement for the sale of 15,000,000 shares of common stock in the amount of $150,000.

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

Warrant expense was recognized for the period ended February 29, 2012 was $9.

Transactions involving warrants are summarized as follows:

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