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 - September 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 September 30, 2000, the Registrant has outstanding 16,714,600 shares
of Common Stock.
Dimgroup.com, Inc.
Form 10-QSB
Quarterly Report
September 30, 2000
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(1) Financial Statements Page
<TABLE>
<CAPTION>
<S> <C>
Balance Sheet at September 30, 2000 3
Statements of Operations for the three months and nine
months ended September 30, 1999 and 2000 and the period
from inception (April 23, 1999)
to September 30, 2000 4
Statements of Cash Flows for the nine months
ended September 30, 1999 and 2000 and the period
from inception (April 23, 1999)
to September 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>
<PAGE>
DIMGROUP.COM, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30,2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
<TABLE>
<CAPTION>
<S> <C>
Cash $19,263
Total current assets 19,263
PROPERTY AND EQUIPMENT, NET 5,762
$25,025
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $89,346
Loans payable - officers 6,289
Total current liabilities 95,635
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, 16,714,600 shares
issued and outstanding 16,715
Paid in capital 226,128
Deficit accumulated during the development stage (309,978)
Accumulated other comprehensive income:
Currency translation adjustment (3,475)
(70,610)
$25,025
</TABLE>
Read the accompanying notes to the Financial statements.
<PAGE>
DIMGROUP.COM, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Inception to
Sept 30, 1999 Sept 30, 2000 Sept 30, 1999 Sept 30, 2000 Sept 30, 2000
OPERATING COSTS AND EXPENSES
<S> <C> <C> <C> <C> <C>
General and administrative $6,438 $114,295 $7,771 $167,301 $293,299
Depreciation and amortization 150 150 354 471 1,040
6,588 114,445 8,125 167,772 294,339
OTHER EXPENSES
Interest expense 0 2,865 0 11,274 15,639
NET (LOSS) (6,588) (117,310) (8,125) (179,046) (309,978)
Other comprehensive income:
Foreign currency translation adjustment 0 9,569 (88) (3,431) (3,475)
COMPREHENSIVE (LOSS) ($6,588) ($107,741) ($8,213) ($182,477) ($313,453)
Per share information -
(basic and fully diluted)
Weighted average common shares 15,335,640 16,714,600 15,335,640 16,829,047 16,648,489
(Loss) per share ($0.00) ($0.01) ($0.00) ($0.01) ($0.02)
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
DIMGROUP.COM, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Inception to
Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 2000
<S> <C> <C> <C>
Cash flow from operating activities:
Net cash (used in) operating activities ($2,213) ($80,305) ($109,909)
Cash flows from investing activities:
Net cash (used in) investing activities 0 (4,147) (4,147)
Cash flows from financing activities:
Net cash provided by financing activities 2,600 81,430 133,319
Increase (decrease) in cash 387 (3,022) 19,263
Cash - beginning of period 0 22,285 0
Cash - end of period $387 $19,263 $19,263
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
Dimgroup.com, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 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 above were returned to
the Company and cancelled.
During August, 2000 the Company issued 125,000 shares of common stock
as payment for a note of $124,430 and accrued interest aggregating
$11,700. In addition, the Company issued 10,000 shares of common stock
for services valued at $10,000.
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.
6
Dimgroup.com, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2000
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 were payable on demand. During
August, 2000 these advances along with the accrued interest were
converted into 125,000 shares of common stock (see Note 2).
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 $230,000 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 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.
7
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.
8
OVERVIEW
Dimgroup.com Inc. (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 recently annouced it has
entered the Business-to-Business ("B2B") market as a financial data
publisher. Dimgroup builds and maintains databases of fundamental
information on U.S. OTC-BB publicly-traded companies. Its databases
contain annual and quarterly financial information, Market Cap
Information, financial ratios including Earnings Per Share, Price
Earnigs Ratio, Book Value per share and Cash per Share. The database
also includes Shares Outstanding, current asset information, General
Company Data: street address, telephone, web site, industry group
membership and a detailed business description.
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, the Company 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 maintained similar operating expenses
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 commenced marketing its B2B products at the
end of this quarter and expects to start generating revenue by
the end of the year. Depending on the number of clients which
request these products, the Company may have to upgrade its server
and hire more staff.
If the Company does generate revenue through its B2B products,
it expects its user base to increase through brand awareness which will
also allow them to generate advertising revenue.
Over 2500 Message Boards are being tested by the company who will
announce their impending launch by the beginning of 2001.
LIQUIDITY AND CAPITAL RESOURCES
At the present time the Company has enough to operate until the
middle of 2001. Before this date, the Company expects a cash inflow from the
generation of revenue and/or future prviate placements.
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
9
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: November 9, 2000
By: /s/ Nick Montesano
----------------------------------
Chief Operating Officer
and Director
10
This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 2000 (unaudited) and the Statement of
Operations for the nine months ended September 30, 2000 (unaudited) and
is qualified in its entirety by reference to such financial statements.
[LEGEND]
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] SEP-30-2000
[CASH] 19,263
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 6,763
[DEPRECIATION] (1,001)
[TOTAL-ASSETS] 25,025
[CURRENT-LIABILITIES] 15,635
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 16,715
[OTHER-SE] (7,325)
[TOTAL-LIABILITY-AND-EQUITY] 25,025
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 87,772
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 11,274
[INCOME-PRETAX] (99,046)
[INCOME-TAX] 0
[INCOME-CONTINUING] (99,046)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (99,046)
[EPS-BASIC] (0.01)
[EPS-DILUTED] (0.01)
</TABLE>
