UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
MAS ACQUISITION VII CORP.
-------------------------
(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)
450 Jevlan Drive, Suite 106, Woodbridge
Ontario, Canada L4L-8E2
------------------------------------------- ----------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (905) 851-2602
--------------
--------------------
<PAGE>
INTRODUCTION
Dimgroup, Inc. ("DGI") was registered in the State of Nevada in
April 1999. Dimgroup.com is striving to become a leading web-based provider of
comprehensive, timely, original and trustworthy financial information aimed at
helping investors make informed decisions. The Company currently have a
community of loyal readers who turn to Dimgroup.com for their financial and
investment information. We plan to grow this community and increase the web-
based content in order to maintain a high level of service for our readers.
Dimgroup.com pursues commercial opportunities in the Internet publishing
business. It continues to enhance its online presence as a financial
information destination through a network of Internet sites under the brand
name Dimgroup.com. The site provides investors with extensive and useful
financial information free of charge. At the present time, the Company issues
newsletters weekly to subscribers, which provide them with an overview of the
past week's market movement and trends.
On August 11, 1999, DGI entered into a Stock Exchange Agreement (the
"Agreement") with MAS Acquisition VII Corp. (the "Company"). This
Statement is being mailed on or about August 16, 1999 to holders of record
on August 16, 1999 of the shares of Common Stock, par value $.001 per share
(the "Common Stock") of the Company. It is being furnished in connection with
the merger and change of the Company's directors effected on or around
August 16, 1999.
As result of the Agreement between the Company and DGI, DGI has merged into
the Company and the Company has changed its name to Dimgroup.com Inc.
<PAGE>
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the Agreement, 4,500 shares of Common Stock of
DGI shall convert into 7,667,820 shares of Common Stock of the Company at
the conversion rate of 1 to 1703.96. In addition the Company has accepted
the return of, and cancelled, 7,667,820 shares of Common Stock of the
Company issued to Aaron Tsai.
As a result of the Agreement, the Company has accepted the resignation of
Aaron Tsai, the Company's sole Director and Officer, as of August 16, 1999,
and appointed Marc Cianfarani as Chief Executive Officer and Chairman of the
Board of Directors, Nick Montesano as Chief Operating Officer and Director
and Berto Napoleone as Executive Vice-President of Personnel and Director.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of
August 16, 1999. Regarding the beneficial ownership of the Company's
Common Stock the table lists: (i) each stockholder known by the Company
to be the beneficial owner of more than five percent (5%) of the
Company's Common Stock, (ii) each Director and Executive Officer and (iii)
all Directors and Executive Officer(s), of the Company as a group. Each of
the persons named in the table has sole voting and investment power with
respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- --------------------------- -------------------- ----------------
<S> <C> <C>
Marc Cianfarani (1)(4) 2,555,940 30.0%
Chairman of the Board,
President and CEO
Nick Montesano (2)(4) 2,555,940 30.0%
Chief Operating Officer
and Director
Berto Napoleone (3)(4) 2,555,940 30.0%
Executive V.P. and
Director
Aaron Tsai (5) 582,180 6.8%
All Officers and Directors 7,667,820 90.0%
(3 persons)
___________________________
</TABLE>
(1) Includes a) 50,000 shares held by Maria Cianfarani, mother of Marc
Cianfarani, b) 50,000 shares held by Rob Cianfarani, brother of Marc
Cianfarani, c) 50,000 shares held by Anthony Pizzonia, brother-in-law
of Marc Cianfarani, d) 50,000 shares held by Charlie Gallo, brother-
in-law of Marc Cianfarani, e) 50,000 shares held by Angelo Gallo, father-
in-law of Marc Cianfarani and f) 400,000 shares held by Grace Cianfarani,
wife of Marc Cianfarani.
(2) Includes a) 400,000 shares held by Jennifer Montesano, wife of Nick
Montesano, b) 50,000 shares held by Antonietta Montesano, mother of Nick
Montesano, c) 50,000 shares held by Robert Montesano, brother of Nick
Montesano, d) 50,000 shares to Lisa Montesano, sister of Nick Montesano,
e) 50,000 shares held by Norma Giacco, mother-in-law of Nick Montesano,
f) 50,000 shares held by Mark Giacco, brother-in-law of Nick Montesano
and g) 50,000 shares held by Richard Giacco, brother in law of Nick
Montesano.
(3) Includes a) 150,000 shares held by Sandra Napoleone, wife of Berto
Napoleone, b) 50,000 shares held by Elia Napoleone, mother of Berto
Napoleone, c) 50,000 shares held by David Napoleone, brother of Berto
Napoleone, d) 50,000 shares held by Loreta Dirauso, sister of Berto
Napoleone, e) 50,000 shares held by Connie Galdame, sister of Berto
Napoleone, f) 50,000 shares held by Angela Mendolia, mother-in-law of
Berto Napoleone and g) 150,000 shares held by Domenic Mendolia, brother-
in-law of Berto Napoleone.
(4) The address for each officer/director is c/o Dimgroup.com Inc.,
450 Jevlan Drive, Suite 106, Woodbridge, Ontario L4L-8E2, Canada.
(5) Mr. Aaron Tsai is the former President of MAS Acquisition VII, Inc.
Mr. Tsai's address is c/o MAS Financial Corp., 1710 E. Division St.,
Evansville, IN 47711
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Directors and Executive Officers of the
Company after the merger:
<TABLE>
<CAPTION>
Name Age Position(s)
- -------------------- --- -----------------------------------------
<S> <C> <C>
Marc Cianfarani 31 Chairman of the Board, President and CEO
Nick Montesano 30 Chief Operating Officer and Director
Berto Napoleone 28 Executive V.P. and Director
</TABLE>
MARC CIANFARANI
Mr. Cianfarani is one of the founders of Dimgroup, Inc. and has been
Chairman of Board of Directors, President and CEO since March 1998. Mr.
Cianfarani was co-founder and director of CMN Consultants, an advocacy firm
formed to resolve workplace accident disputes from 1993 to 1998. Mr.
Cianfarani successfully completed the Canadian Securities Course in 1989
and received an Honors degree in Economics from York University in 1990.
From 1990 to 1993 he was a Future Economic Loss Adjudicator at the Workplace
Safety and Insurance Board. As President and CEO of Dimgroup, Inc., Mr.
Cianfarani is responsible for spearheading strategic development as well as
overseeing the editorial, content and community operations.
NICK MONTESANO
Mr. Montesano is one of the founders of Dimgroup, Inc. and has been
Chief Operating Officer and Director since April 1999. Mr. Montesano was
co-founder and director of CMN Consultants, an advocacy firm formed to
resolve workplace accident disputes from 1993 to 1999. Mr. Montesano
worked at the Workplace Safety and Insurance Board from 1990 to 1993 and
was responsible for the support and maintenance of clinet's files. Mr.
Montesano successfully completed courses in sales and marketing in 1993,
which he used to develop a client base for CMN Consultants. At Dimgroup,
Inc., his primary focus is marketing and developing the company's
advertising revenue as well as increasing brand awareness.
BERTO NAPOLEONE
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.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company may award stock options and cash bonus to key employees,
directors, officers and consultants under a stock option plan not yet adopted
as bonus based on service and performance. The annual salaries of executive
officers are listed as follows:
<TABLE>
<CAPTION>
Name and Principal Position Annual Salary
- ------------------------------------ -------------
<S> <C>
Marc Cianfarani US$60,000
Nick Montesano US$60,000
Berto Napoleone US$60,000
</TABLE>
<PAGE>
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 hereunto duly authorized.
Date: August 18, 1999
Dimgroup.com Inc.
By: /s/ Marc Cianfarani
--------------------------------
Marc Cianfarani, President, CEO
and Chairman of the Board of
Directors
