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 - June 30, 2000
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)
Nevada 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 June 30, 2000, the Registrant has outstanding 16,579,600 shares
of Common Stock.
<PAGE>
Dimgroup.com, Inc.
Form 10-QSB
Quarterly Report
June 30, 2000
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(1) Financial Statements Page
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<CAPTION>
<S> <C>
Balance Sheet at June 30, 2000 3
Statements of Operations for the three months and six
months ended June 30, 1999 and 2000 and the period
from inception (April 23, 1999)
to June 30, 2000 4
Statements of Cash Flows for the six months
ended June 30, 1999 and 2000 and the period
from inception (April 23, 1999)
to June 30, 2000 5
Notes to Unaudited Financial Statements 6
(2) Management's Discussion and Analysis or
Plan of Operation 8
PART II.OTHER INFORMATION
(6) Exhibits and Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
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DIMGROUP, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
JUNE 30,2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
<TABLE>
<CAPTION>
<S> <C>
Cash $36,497
Total current assets 36,497
PROPERTY AND EQUIPMENT, NET 3,167
$39,664
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $17,944
Loans payable 124,430
Loans payable - officers 6,289
Total current liabilities 148,663
STOCKHOLDERS (DEFICIT)
Preferred stock, $.001 par value, 20,000,000
shares authorized, none issued and outstanding 0
Common stock, $.001 par value, 80,000,000
shares authorized, 16,579,600 shares
issued and outstanding 6,413
Paid in capital 90,300
Deficit accumulated during the development stage (192,668)
Accumulated other comprehensive income:
Currency translation adjustment (13,044)
Total stockholders' (deficit) (108,999)
$39,664
</TABLE>
Read the accompanying notes to the Financial statements.
<PAGE>
DIMGROUP, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Inception to
June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000 June 30, 2000
<S> <C> <C> <C> <C> <C>
OPERATING COSTS AND EXPENSES
General and administrative $1,333 $26,353 $1,333 $53,006 $179,004
Depreciation and amortization 204 150 204 321 890
1,537 26,503 1,537 53,327 179,894
OTHER EXPENSES
Interest expense 0 2,909 0 8,409 12,774
NET (LOSS) (1,537) (29,412) (1,537) (61,736) (192,668)
Other comprehensive income:
Foreign currency translation adjustment (88) (9,919) (88) (13,044) (13,044)
COMPREHENSIVE (LOSS) ($1,625) ($39,331) ($1,625) ($74,780) ($205,712)
Per share information (basic and fully diluted)
Weighted average common shares outstanding 15,335,640 16,579,600 15,335,640 16,886,270 16,637,470
(Loss) per share ($0.00) ($0.00) ($0.00) ($0.00) ($0.01)
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
DIMGROUP, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Inception to
June 30, 1999 June 30, 2000 June 30, 2000
<S> <C> <C> <C>
Cash flow from operations
Net cash (used in) operating activities ($106) ($65,816) ($95,420)
Cash flows from investing activities:
Acquisition of property and equipment 0 (1,402) (1,402)
Net cash (used in) investing activities 0 (1,402) (1,402)
Cash flows from financing activities:
Proceeds from loans payable 0 81,430 129,430
Repayment of loans payable 0 0 (5,000)
Proceeds from loans payable - officers 0 0 9,722
Repayment of loans payable - officers 0 0 (3,433)
Common stock issued for cash 100 0 100
Capital contributions 2,500 0 2,500
Net cash provided by financing activities 2,600 81,430 133,319
Increase in cash 2,494 14,212 36,497
Cash - beginning of period 0 22,285 0
Cash - end of period $2,494 $36,497 $36,497
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
Dimgroup.com, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2000
Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information. They do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation have been included. The results of operations
for the periods presented are not necessarily indicative of the
results to be expected for the full year. For further information,
refer to the financial statements of the Company as of December 31, 1999.
Organization
The Company was incorporated under the laws of the State of Nevada on
April 23, 1999 and is in the development stage. The Company intends to
operate as a web-based provider of financial information.
During August, 1999 the Company completed a reorganization with MAS
Acquisition Corp. VII (MAS) an Indiana corporation, whose assets
consisted of intangibles of $39. In conjunction therewith, MAS issued
15,335,640 shares of its restricted common stock for all of the issued
and outstanding common shares of the Company. This reorganization will
be accounted for as though it were a recapitalization of the Company
and sale by the Company of 1,703,960 shares of common stock in exchange
for the net assets of MAS. During February, 2000 MAS filed Articles
of Merger changing its name to Dimgroup.com, Inc.
NOTE 2. STOCKHOLDERS' EQUITY
During February 2000 the Company effected a two for one forward stock split.
All share and per share amounts have been restated to give effect to this
split.
During April, 2000 460,000 of the shares of common stock issued pursuant to
the recapitalization described were returned to the Company and cancelled.
Net (loss) per share: The Company calculates net income (loss) per share as
required by SFAS No. 128, "Earnings per Share." Basic earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period. Diluted earnings (loss)
per share is calculated by dividing net income (loss) by the weighted average
number of common shares and dilutive common stock equivalents outstanding.
During the periods presented common stock equivalents were not considered
as their effect would be anti dilutive.
NOTE 3. LOANS PAYABLE
Loans payable
During the period from July through December, 1999 certain entities made
advances to the Company aggregating $48,000 of which $5,000 has been repaid.
In addition, during the period from January through March, 2000 an additional
$81,430 was advanced. The advances bear interest at 10% per annum, are
unsecured and are payable on demand.
<PAGE>
Dimgroup.com, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2000
Long-term debt
Note payable, due in August 2001, with interest
Imputed at 10% per annum, unsecured (see Note 5) $ 90,300
NOTE 4. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax
purposes in different periods. Deferred taxes are classified as current or
non-current, depending on the classification of assets and liabilities to
which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences are
expected to reverse.
The Company currently has net operating loss carryforwards aggregating
approximately $195,000 which expire in 2019 and 2020. The deferred tax
asset related to this carry forward has been fully reserved.
NOTE 5. COMMITTMENTS
The Company has agreed to pay MAS Financial Corp. ("MFC"), an entity
previously related to MAS, a consulting fee consisting of cash aggregating
$5,000 and a non-interest bearing note in the amount of $100,000 (see Note 3)
due on August 10, 2001. In addition, the Company agreed to pay to MFC an
additional $30,000 upon the occurrence of certain future specified events.
During April, 2000 MFC cancelled the $100,000 note and contributed the
unpaid balance ($90,300 net of interest imputed at 10% per annum) to the
capital of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjunction with the
information contained in the financial statements of the Company
and the Notes thereto appearing elsewhere herein.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could
cause the Company's actual results to differ materially from those projected
in forward-looking statements (as such term is defined in the Reform Act)
made by or on behalf of the Company herein or orally, whether in presentations,
in response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words
or phrases such as "will result", "are expected to", "will continue",
"is anticipated", "estimated", "projection" and "outlook") are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions, and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements.
Such uncertainties include, among others, the following:
(i) the Company's ability to obtain additional financing to implement its
business strategy;
(ii) the financial condition of the Company's clients;
(iii)imposition of new regulatory requirements affecting the Company;
(iv) a downturn in general economic conditions
(v) the delay or failure to properly manage growth and successfully
integrate acquired companies and operations;
(vi) lack of geographic diversification; and
(vii) other factors which are described in further detail in the Company's
filings with the Securities and Exchange Commission.
The Company cautions that actual results or outcomes could differ materially
from those expressed in any forward-looking statements made by or on behalf
of the Company. Any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect
the occurrence of unanticipated events. New factors emerge from time to time,
and it is not possible for management to predict all of such factors. Further,
management cannot assess the impact of each such factor on the business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.
OVERVIEW
Dimgroup.com (the "Company") 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 has a community
of loyal readers who turn to Dimgroup.com for their financial
and investment information. The Company plans to grow this
community and increase the web-based content in order to
maintain a high level of service for its readers. 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. The web site is broken down
into several sections:
1) OTC Section: On June 26, 2000 the Company re-launched
their website and introduced its free comprehensive database
on OTC Bulletin Board listed companies. This database includes
company profiles, SEC filings, quotes, charts, up-to-date
financials and ranks the top OTC-BB companies in various
categories such as Industry, Net Income and Revenue. Investors
can also find information on listing requirements for companies
wanting to apply for Small Cap 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.
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 mainly attributable to
transfer agent fees, office lease and expenses, telephone
and Internet server. Compared to the previous quarter
results the Company has lowered its operating expenses
marginally but it can be expected that future-operating
expenses may 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.
FUTURE OUTLOOK
The Company intends to open up its message boards
this year at which point it will also have finished the
development of new content. The Company expects its user
base to increase significantly once it completes the above
and commences their sales and marketing campaign. In order to
ensure users are able to access these new services expediently
the Company may have to upgrade its server and hire more staff.
LIQUIDITY AND CAPITAL RESOURCES
At the present time the Company
has enough to operate until the end of this year but expects
to raise funds via private placements during the second half
of 2000.
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
27.1 Financial Data Schedule (For SEC purposes only)
B. Reports on Form 8-K
None
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: August 11, 2000
By: /s/ Nick Montesano
----------------------------------
Chief Operating Officer
and Director
10
This schedule contains summary financial information extracted from the
Balance Sheet at June 30, 2000 (unaudited) and the Statement of
Operations for the Six months ended June 30, 2000 (unaudited) and
is qualified in its entirety by reference to such financial statements.
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] JUN-30-2000
[CASH] 36,497
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 4,018
[DEPRECIATION] (851)
[TOTAL-ASSETS] 39,664
[CURRENT-LIABILITIES] 148,663
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 6,413
[OTHER-SE] (115,412)
[TOTAL-LIABILITY-AND-EQUITY] 39,664
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 53,327
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 8,409
[INCOME-PRETAX] (61,736)
[INCOME-TAX] 0
[INCOME-CONTINUING] (61,736)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (61,736)
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
