DIMGROUP COM INC
10-Q/A, 2000-06-28
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				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






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