DIMGROUP COM INC
SC 13D, 1999-09-13
BLANK CHECKS
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<PAGE>


                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549




                                     SCHEDULE 13D

                               (Amendment No.        )*


                                  Dimgroup.com Inc.
- --------------------------------------------------------------------------------
                                   (Name of Issuer)


                                    Common Stock
- --------------------------------------------------------------------------------
                           (Title of Class of Securities)


                                    254346 10 9
- --------------------------------------------------------------------------------
                                   (CUSIP Number)

                                  Berto Napoleone
                                c/o Dimgroup.com Inc.
                             450 Jevlan Drive, Suite 106
                             Woodbridge. Ontario L4L-8E2
                                      Canada
                                  (905) 851-2602
- --------------------------------------------------------------------------------
                    (Name, Address and Telephone Number of Person
                  Authorized to Receive Notices and Communications)


                                  August 11, 1999
- --------------------------------------------------------------------------------
               (Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box. / /

          Note.  Six copies of this statement, including all exhibits, should
     be filed with the Commission.  See Rule 13d-1 (a) for other parties to
     whom copies are to be sent.

                            (Continued on following pages)

                                 (Page 1 of  4 Pages)


- --------------------------------
     (1)   The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The information required on the remainder of this coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).


<PAGE>

                          SCHEDULE 13D

CUSIP No. 254346 10 9                        Page   2  of     4   Pages
          -----------                             -----     -----
- --------------------------------------------------------------------------------
 1   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Berto Napoleone

- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  / /
                                                            (b)  / /
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     OO
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
     2(d) or 2(e)                                                / /
- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Canada
- --------------------------------------------------------------------------------
NUMBER OF         7    SOLE VOTING POWER
SHARES                 2,005,940
BENEFICIALLY      8    SHARED VOTING POWER
OWNED BY               0
EACH              9    SOLE DISPOSITIVE POWER
REPORTING              2,005,940
PERSON WITH      10    SHARED DISPOSITIVE POWER
                       0
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,555,940
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*                                             / /

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     30% (1)
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN
- --------------------------------------------------------------------------------
                        *SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)  Calculated based upon the number of outstanding shares of Common Stock of
     the Issuer on June 30, 1999.

<PAGE>

ITEM 1. Security and Issuer.

        This statement relates to the Common Stock, par value $.001 per share
("Common Stock") issued by Dimgroup.com Inc., an Indiana corporation
(the "Company"), whose mailing address is located at 450 Jevlan Drive, Suite
106, Woodbridge, Ontario L4L-8E2, Canada.

ITEM 2. Identity and Background.

        This statement is filed by Berto Napoleone. Mr. Napoleone is the
Executive V.P. and Director of the Company.  Mr. Napoleone is one of the
founders of Dimgroup, Inc. and has been Executive Vice-President and Director
since April 1999. Mr. Napoleone was co-founder and director of CMN Consultants,
an advocacy firm formed to resolve workplace accident disputes from 1993 to
1999. Mr. Napoleone worked at the Workplace Safety and Insurance Board from
1990 to 1993 and was responsible for the issuance and compliance of government
forms. He also made decisions on initial requests by clients pertaining to
legislative authority. At Dimgroup, Inc., Mr. Napoleone is responsible
for matters pertaining to corporate governance, contracts, licensing,
insurance and compliance with local, state and federal laws.

        The Reporting Person has not, during the last five (5) years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Considerations.

        On August 11, 1999, the Reporting Person exchanged 1,500 shares of
common stock of Dimgroup, Inc. for 2,555,940 shares of common stock of the
Company.

ITEM 4, Purpose of Transaction.

        The purpose of the transaction in the stock is for control of the
Company. The Reporting Person may make purchases of Common Stock from time to
time and may acquire or dispose of any or all of the shares of Common Stock held
by him at any time. The Reporting person has no plans or proposals which relate
to, or could result in any of the matters referred to in Paragraphs (b) through
(j), of Item 4 of Schedule 13D.

<PAGE>

ITEM 5. Interest in Securities of the Issuer.

        As of the date hereof, the Reporting Person beneficially owns 2,555,940
shares of the Company's Common Stock, comprising approximately 30% of the
shares outstanding. The percentage used herein is calculated based upon the
8,519,800 shares of Common Stock of the Company stated by the Company as issued
and outstanding as of June 30, 1999, as reported in the Company's 10Q-SB. The
Reporting Person has sole voting and dispositive powers with respect to
2,005,940 shares of Common Stock and no voting and no dispositive powers with
respect to 550,000 shares to which this statement relates. The Reporting Person
has not effected any other transaction in the shares of the Common Stock.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
        to Securities of the Issuer.

        None.

ITEM 7. Materials to be Filed as Exhibits.

        None.



                                      SIGNATURE


     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  September 7, 1999
      ----------------------



                             /s/ Berto Napoleone
                             --------------------------------------
                             Berto Napoleone




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