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, 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
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)
555 Burnhamthorpe Road, Suite 304 M9C-2Y3
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (416) 626-5376
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 March 31, 2000, the Registrant has outstanding 17,039,600 shares
of Common Stock.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Consolidated Balance Sheet as of March 31, 2000
(Unaudited) F-1
Consolidated Statements of Operations, For the
Three Months Ended March 31, 2000 and
the Period From Inception (April 23, 1999)
to March 31, 2000 (Unaudited) F-2
Consolidated Statement of Changes of
Stockholders' Deficit, For the Period From
Inception (April 23, 1999) to March 31, 2000
(Unaudited) F-3
Consolidated Statements of Cash Flows, For the
Three Months Ended March 31, 2000 and
the Period From Inception (April 23, 1999)
to March 31, 2000 (Unaudited) F-4
Notes to Financial Statements as of
March 31, 2000 (Unaudited) F-5
</TABLE>
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
MARCH 31,2000
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash $ 73,937
----------
Total current assets 73,937
----------
PROPERTY AND EQUIPMENT, NET 1,915
----------
$ 75,852
==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 14,845
Loans payable 124,430
Loans payable - officers 6,289
----------
Total current liabilities 145,564
----------
LONG-TERM LIABILITIES
Note payable 90,300
STOCKHOLDERS (DEFICIT)
Preferred stock, $.001 par value, 20,000,000
shares authorized, none issued and outstanding -
Common stock, $.001 par value, 80,000,000
shares authorized, 17,039,600 shares
issued and outstanding 6,413
Deficit accumulated during the development stage (163,256)
Accumulated other comprehensive income:
Currency translation adjustment (3,169)
----------
Total stockholders' (deficit) (160,012)
----------
$ 75,852
==========
</TABLE>
Read the accompanying notes to the Financial statements.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended Inception to
March 31, 2000 March 31, 2000
-------------- --------------
<S> <C> <C>
OPERATING COSTS AND EXPENSES
General and administrative $ 26,653 $ 152,651
Depreciation and amortization 171 740
----------- -----------
26,824 153,391
OTHER EXPENSES
Interest expense 5,500 9,865
----------- -----------
NET (LOSS) (32,324) (163,256)
Other comprehensive income:
Foreign currency
translation adjustment (3,125) (3,169)
----------- -----------
COMPREHENSIVE (LOSS) $ (35,449) $ (166,425)
Per share information
(basic and fully diluted)
Weighted average common
shares outstanding 17,039,600 17,039,600
=========== ===========
(Loss) per share $ (0.00) $ (0.01)
=========== ===========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES OF STOCKHOLDERS' (DEFICIT)
PERIOD FROM INCEPTION (APRIL 23, 1999) TO MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Currency
Common Stock Paid in Development Translation
Shares Amount Capital Stage Adjustment Total
------ ------ ------- ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Shares issued at inception for cash 15,335,640 $ 100 $ - $ - $ - $ 100
Cash capital contributions
by shareholders 2,500 2,500
Non cash capital contributions
by shareholders 3,774 3,774
Reclassification of paid in capital 6,274 (6,274) -
Acquisition of the net assets of
MAS Acquisition Corp. VII 1,703,960 39 39
Currency translation adjustment (44) (44)
Net (loss) for the period - - - (130,932) - (130,932)
---------- ----------- ----------- ----------- ----------- -----------
Balance December 31, 1999 17,039,600 6,413 - (130,932) (44) (124,563)
Currency translation adjustment (3,125) (3,125)
Net (loss) for the period - - - (32,324) - (32,324)
---------- ----------- ----------- ----------- ----------- -----------
Balance March 31, 2000 17,039,600 $ 6,413 $ - $ (163,256) $ (3,169) $ (160,012)
========== =========== =========== =========== =========== ===========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
DIMGROUP, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM INCEPTION (APRIL 23, 1999) TO MARCH 31, 2000
<TABLE>
<CAPTION>
THREEE MONTHS INCEPTION
ENDED TO MARCH 31
MARCH 31, 2000
2000
___________ ___________
<S> <C> <C>
Cash flow from operations
Net cash (used in) operating activities: $(29,778) $(59,382)
Cash flows from investing activities:
Net cash (used in) investing activities 0 0
Cash flows from financing activities:
Proceeds from loans payable 81,430 129,430
Repayment of loans payable - (5,000)
Proceeds from loans payable - officers - 9,722
Repayment of loans payable - officers - (3,433)
Common stock issued for cash - 100
Capital contributions - 2,500
Net cash provided by financing activities 81,430 133,319
Increase in cash 51,652 73,937
Cash - beginning of period 22,285 0
CASH - END OF PERIOD 73,937 $73,937
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 1. BASIS OF PESENTATION AND ORGANIZATION
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.
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 August, 1999 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.
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
MARCH 31, 2000
(UNAUDITED)
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 $160,000 which expire in 2019 and 2020. The deferred tax asset
related to this carryforward 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 agreed to forgive the note in the amount of $100,000 due
from the Company.
<PAGE>
MANAGEMENT'S DISCUSSION
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 (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: investors can 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. 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 mainly attributable to
transfer agent fees, office lease and expenses, telephone
and Internet server. 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.
FUTURE OUTLOOK
The Company intends to open up its message boards at
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 we complete the above
and commence our 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 The Company expects to raise
funds via private placements during the first half of 2000.
Capital contribution from these private placements will be
sufficient to meet its working capital needs at least through
the next twelve months.
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: June 26, 2000
By: /s/ Nick Montesano
Nick Montesano
Chief Operating Officer and Director
