UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended - September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-25879
Dimgroup.com Inc.
(Name of Small Business Issuer in its charter)
Indiana 35-2065469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
555 Burnhamthorpe Road, Suite 304, Toronto, Ontario, Canada M9C-2Y3
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (416) 626-5346
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [x] NO [ ]
As of September 30, 1999, the Registrant has outstanding 8,519,800 shares
of Common Stock.
<PAGE>
MAS Acquisition VII Corp.
Form 10-QSB
Quarterly Report
September 30, 1999
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<TABLE>
<CAPTION>
(1) Financial Statements Page
<S> <C>
Balance Sheet at September 30, 1999 (unaudited) F-1
Statements of Operations for the three months
ended September 30, 1999 F-2
Statements of Cash Flows for the three months
ended September 30, 1999 F-3
Notes to Unaudited Financial Statements F-4
</TABLE>
<PAGE>
DIMGROUP.COM INC.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
9/30/99
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<S> <C>
ASSETS
Current Assets
Cash $ 388
-------
Total Current Assets 388
Property & Equipment, Net 2,521
Accumulated depreciated (199)
-------
Total Assets $ 2,710
=======
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $15,000
Other Current Liabilities -
-------
Total Current Liabilities 15,000
Long-term Liabilities -
-------
Total Liabilities 15,000
Stockholders' Equity
Common Stock 8,519
Paid In Capital -
Accumulated Deficit (20,809)
-------
Total Stockholders' Equity (12,290)
-------
Total Liabilities &
Stockholders' Equity $ 2,710
=======
</TABLE>
F-1
<PAGE>
DIMGROUP.COM INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three
Months
Ended
9/30/99
--------
<S> <C>
Net Revenue $ 0
Cost of Revenue 0
--------
Gross Profit 0
Total Operating
Expenses 17,106
-------
Operating Income(Loss) (17,106)
Net Income (Loss) $(17,106)
=======
Net Income (Loss) 0
Per share =======
Weighted Average 8,519,800
Share outstanding =========
</TABLE>
F-2
<PAGE>
DIMGROUP.COM INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended
9/30/99
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<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2106)
Increase (Decrease) in:
Receivables -
Accounts Payable (2106)
Prepaid Expenses -
------
Net cash provided (used) by
operating activities -
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of equipment -
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital Contributions -
------
Net cash provided (used) by
financing activities -
------
NET INCREASE (DECREASE) IN CASH (2106)
CASH, beginning of period 2494
------
CASH, end of period $ 388
======
</TABLE>
F-3
<PAGE>
DIMGROUP.COM INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING POLICIES
A. Organization
The Company is in the development stage. The Company intends to operate
as a web-based provider of financial information.
B. Property and equipment
Property and equipment are recorded at cost. Depreciation is provided over
estimated useful lives of the respective assets on a straight-line basis.
Depreciation is calculated using the expected useful lives of the assets as
follows:
Furniture and office equipment 3 - 5 years
Expenditures for repairs and maintenance are charged to expense when
incurred. Expenditures for major renewals and betterments, which extend the
useful lives of existing equipment, are capitalized and depreciated. Upon
retirement or disposition of property and equipment, the costs and related
accumulated depreciation are removed from the accounts and any resulting gain
or loss is recognized in the statement of income.
C. Cash and cash equivalents
The Company considers all highly liquid investments purchased with a maturity
of three months or less at the date of purchase to be cash equivalents.
D. Use of Estimates
Preparation 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 consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
E. Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of September
30, 1999. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments
include cash, accounts receivable, accounts payable and accrued expenses and
notes payable to shareholders. Fair values were assumed to approximate
carrying values for these financial instruments because they are short term in
nature and their carrying amounts approximate fair values or they are
receivable or payable on demand.
F-4
<PAGE>
DIMGROUP.COM INC.
NOTES TO FINANCIAL STATEMENTS
F. Impairment of long lived assets
Long lived assets and certain identifiable intangibles held and used by the
Company are reviewed for possible impairment whenever events or circumstances
indicate the carrying amount of an asset may not be recoverable or is
impaired.
G. Earnings per share
The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128"). Basic earnings per common share
("EPS") calculations are determined by dividing net income by the weighted
average number of shares of common stock outstanding during the year. Diluted
earnings per common share calculations are determined by dividing net income
by the weighted average number of common shares and dilutive common share
equivalents outstanding. During the periods presented no dilutiv
H. Comprehensive income
The Company follows Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in the financial statements. For all periods presented, there were
no differences between reported net income and comprehensive income.
I. Segment Reporting
The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures About Segments of an Enterprise and Related Information." The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.
J. Foreign currency translation
The local currency (Canadian Dollar) is the functional currency for the
Company's operations. Assets and liabilities are translated using the
exchange rate in effect at the balance sheet date. Income and expenses are
translated at the average exchange rate for the year. Translation adjustments
are reported as a separate component of stockholders' equity.
F-5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITIONS.
In our Management's Discussion we review our past performance and,
where appropriate, state our expectations about future activity in forward-
looking statements. Our future results may differ from our expectations.
OVERVIEW
Dimgroup.com Inc., an Indiana corporation ( "Dimgroup.com" or the
"Company") is a financial Internet network. At the present time the
company is focusing on developing its content and increasing its user base.
Dimgroup.com publishes an opt-in email newsletter that started in January
1999. Currently there are over 4000 subscribers. The newsletter provides
complete analysis and commentary on the Economy and the markets in general.
The web site is broken down into several sections:
1)OTC Section: investors can find information on listing requirements for
companies wanting to apply for Small Cap Nasdaq Listing, the filing schedule
for non reporting companies to become fully reporting, a complete listing
of all OTC stocks, an address finder and an article from a former market
Maker outlining some of inner workings of OTC MMs. In addition, dimgroup.com
maintains a daily list all the new 10sb filings submitted by OTC quoted
companies to the SEC.
2)Nasdaq Short Positions: Dimgroup.com is one of only a handful of financial
sites that offers a friendly way to search and retrieve Nasdaq monthly short
positions.
3)Tech charts: Free advanced technical charts for most North American stocks
are provided.
4)Premier Articles: A popular section that provides a number of informative
educational essays on advanced topics submitted by industry professionals and
investors. Topics include Market Maker analysis , Shorting techniques, Stock
schemes and more.
5)IPOs: Extensive IPO information including most recent filings and pricing.
Dimgroup.com is developing a financial analysis program that will provide
free financial analysis.
Dimgroup.com is currently testing an extensive message board system that
will provide thousands of message boards for stock followers.
RESULTS OF OPERATIONS
The Company has yet to generate revenue and in view of the explosive
growth of the Internet industry and limited history of operations, it would be
difficult to forecast revenues. Noting this, comparing quarter-to-quarter
results at this point would not hold much value and makes it difficult to
forecast.
Its operating expenses are attributable to the completion of its merger as
reported in the 8-K/A filed on November 8, 1999 and retaining a transfer agent.
Compared to previous results of operations the Company has increased its
expenses and it can be expected that future operating expenses will also rise
with the purchase of new equipment and the need to upgrade our technology.
Noting this, the Company expects to have Operating losses continue in the near
future.
LIQUIDITY AND CAPITAL RESOURCES
The Company expects to raise funds via private placements during the
fourth quarter 1999. Capital contribution from these private placements
will be sufficient to meet its working capital needs at least through the
next twelve months.
FUTURE OUTLOOK
The Company intends to open up its message boards at the beginning of
the new year at which point it will also have finished the development of
new content. To ensure users are able to access these new services
expendietly we are in the process of upgrading our server. In the first
quarter of 2000 the company will commence its sales and marketing campaign.
<PAGE>
Part II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed a current report on Form 8-K dated August 18, 1999
during the quarter ended June 30, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dimgroup.com Inc.
Date: November 30, 1999
By: /s/ Marc Cianfarani
----------------------------------
Marc Cianfarani
President, CEO and
Chairman of Board of Directors
<PAGE>
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 1999 (unaudited) and the Statement of
Operations for the three months ended September 30, 1999 (unaudited) and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 388
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 388
<PP&E> 2,521
<DEPRECIATION> (199)
<TOTAL-ASSETS> 2,710
<CURRENT-LIABILITIES> 15,000
<BONDS> 0
0
0
<COMMON> 8,519
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,710
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 17,106
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,106)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,106)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
