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 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: 15 -------------------------------------------------------------------------------- Table of Contents 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 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 1stock dividend to its then 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 its then stockholders of record whereby an additional 213,858,464 shares were issued. The outstanding warrants were automatically adjusted accordingly. 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. 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 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. 16 -------------------------------------------------------------------------------- Table of Contents 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. Competition We believe we have a competitive advantage and are well 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 November 30, 2013 , the Company's CEO is the only employee. Subsidiaries In accordance with the Exchange Agreement dated October 28, 2011 , DTI became a subsidiary of the Company. 17 -------------------------------------------------------------------------------- Table of Contents LIQUIDITY AND CAPITAL RESOURCES As of November 30, 2013 , we had cash of $739,140 and net working capital of $272,905 . 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 $86,004 for the three months ended November 30, 2013 and had an accumulated deficit of $1,023,417 . 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.
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