As filed with the Securities and Exchange Commission on May 24, 2000
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Dimgroup.com Inc.
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(Name of small business issuer in its charter)
Indiana 7389 35-2065469
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(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
555 Burnhamthorpe Rd., Suite 304, Toronto, Ontario, Canada M9C-2Y3
(416) 626-5346
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(Address and telephone number of principal executive offices)
555 Burnhamthorpe Rd., Suite 304, Toronto, Ontario, Canada M9C-2Y3
(416) 626-5346
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(Address of principal place of business or intended principal place of
business)
Mr. Marc Cianfarani, President, 555 Burnhamthorpe Rd., Suite 304, Toronto,
Ontario, Canada M9C-2Y3 (416) 626-5346
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(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after the effective date of the registration statement and
date of the prospectus.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Title of Each Class of Amount Proposed Proposed Amount of
Securities Being Being Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering
Unit (1) Price(1)
<S> <C> <C> <C> <C>
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Shares of Common Stock 1,239,600 $0.10 $123,960 $32.73
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TOTAL $123,960 $32.73
===============================================================================
</TABLE>
(1) Estimated for purposes of computing the registration fee pursuant to
Rule 457.
The registrant hereby amends the registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that the
registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
Cross Reference Sheet
Showing the Location In Prospectus of
Information Required by Items of Form SB-2
Part I. Information Required in Prospectus
Item
No. Required Item Location or Caption
- ---- ------------- --------------------
1. Front of Registration Statement Front of Registration
and Outside Front Cover of Statement and Outside
Prospectus Front Cover of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page
Cover Pages of Prospectus of Prospectus and Outside
Front Cover Page of
Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors Risk Factors
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Directors, Executive Officers, Management
Promoters and Control Persons
11. Security Ownership of Certain Principal Stockholders
Beneficial Owners and Management
12. Description of Securities Description of Securities
13. Interest of Named Experts and Legal Matters; Experts
Counsel
14. Disclosure of Commission Position Management -
on Indemnification for Securities Indemnification of
Act Liabilities Directors and Officer
15. Organization Within Last Certain Transactions
Five Years
16. Description of Business Business
17. Management's Discussion Management's Discussion
and Analysis or Plan of and Analysis of Financial
Operation Condition and Results of
Operations
18. Description of Property Business - Description of
Property
19. Certain Relationships and Related Certain Transactions
Transactions
20. Market for Common Equity and Market for Common Equity
Related Stockholder Matters and Related Stockholder
Matters
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements Changes in and Disagreements
with Accountants on Accounting with Accountants on
and Financial Disclosure Accounting and Financial
Disclosure
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 24, 2000
DIMGROUP.COM INC.
1,239,600 Shares of Common Stock
We are registering 1,239,600 shares of our Common Stock, par value
$.001 per share, on behalf of the selling shareholders identified under the
heading "Selling Security Holders" in this prospectus. We will not receive any
portion of the proceeds from the resale of the shares registered on behalf
of the selling shareholders. For information on the methods of sale of the
shares we are registering on behalf of the selling shareholders, refer to
the discussion under the heading "Plan of Distribution."
Prior to this offering, no public market has existed for shares of our
common stock. We cannot guarantee that a trading market in the shares of
our common stock will ever develop. We plan to have our common stock
quoted on the OTC Bulletin Board.
Investing in our Common Stock involves high risks. Investors may lose
their entire investment. See "Risk Factors" for risks concerning us and
this offering.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of the Prospectus is ________, 2000.
<PAGE>
PROSPECTUS SUMMARY
Our Business
Dimgroup.com is striving to become a leading web-based provider of
comprehensive, timely, original and trustworthy financial information
on Nasdaq and OTC Bulletin Board listed companies. Our aim is to help
investors make informed decisions. We currently have a community of loyal
readers who turn to us at our own Web site at www.Dimgroup.com for their
financial and investment information. In the summer of 1999 we had 4,000
weekly e-mail subscribers and received 420,000 monthly pageviews. By spring
of 2000 these numbers had grown substantially to 7,000 subscribers and
750,000 monthly pageviews. We plan to grow this community and increase the
web-based content in order to maintain a high level of service for our
readers.
Our Strategy and the Market
Our strategy includes the continuing development of original finance
content and the smooth integration of original content within an e-commerce
environment. We plan to create synergy among the various network sections by
cross-promoting them and utilizing the content sales to promote the e-commerce
Web sites. Our goal is to develop a network that truly feels like an
integrated community for stock market participants. A place where they can
easily find and retrieve information or ask others for assistance in a live
chat or message board environment or purchase a financial book. Additionally,
the plan calls for an aggressive approach to expanding alliances for
distribution and co-branding of content within the our network.
The Internet is rapidly growing into a significant global medium for news,
information, communications and commerce, particularly in the United
States. According to an Inteco Corp. survey completed in January 1999,
55% of the U.S. adult population (108 million) accessed the Internet during
the final three months of 1998, up from 40% in the first three months of the
year.
The Internet has rapidly established itself as an effective means for
investors to manage their portfolios, research investments and trade
securities. At the same time, individuals have been taking greater control
of their investments by directly researching information on investments,
tracking their portfolios, purchasing no-load mutual funds and playing a
more proactive role in their relationships with financial advisors. The web
has facilitated these behavioral shifts by providing investors with easy
access to information that was once generally available only to investment
professionals, such as timely market news, intra-day and historical quotes,
charts, SEC filings and analysts' earnings estimates. According to
International Data Corporation, the number of online brokerage accounts in
the United States is expected to grow from 3.5 million at the end of 1997 to
24 million at the end of 2002, with online brokers expected to manage over
$1.5 trillion in assets by the end of 2002.
Increasingly, this growing group of self-directed investors is seeking
timely, comprehensive and trustworthy financial news and information that
can help them make informed investing decisions. Many existing financial
news sources, however, fail to meet this need. Traditional print
publications, constrained by publication cycles of days or even months,
are limited in their ability to keep pace with financial markets. Television
provides a measure of timeliness but generally lacks depth of analysis. In
addition, viewers are subject to television's predetermined schedules. On
the Internet, some news and information sources offer little disclosure
about their background and any conflicts of interest, potentially rendering
their information untrustworthy. Some online news outlets do little more
than republish stories that have already appeared in their affiliated print
publications and many simply aggregate stories from disparate news and
press release wires without supplying the original insight, analysis and
point of view that comes from independent reporting. Other financial sites
offer stock quotes, charts and other investment tools, but provide limited
financial news.
The democratization of Wall Street represents a significant opportunity
for a financial news, commentary and information web site that combines
the depth of coverage of traditional media with the immediacy and
interactivity of the web. We believe that as the audience for investment
news grows we are poised to become a leading source for original, timely,
comprehensive and trustworthy financial news, commentary and
information.
Our Corporate History
We were incorporated on October 7, 1996 in the State of Indiana under
the corporate name "MAS Acquisition VII Corp." Prior to August 11, 1999,
we were a blank check company seeking business combination with unidentified
business. On August 11, 1999, we acquired 100% of the outstanding capital
stock of Dimgroup, Inc., a corporation which was formed in Nevada on
April 23, 1999. In connection with this acquisition, our sole officer and
director were replaced by Dimgroup, Inc.'s officers and directors. The
stockholders of Dimgroup, Inc. were issued 15,335,640 shares of our common
stock, or approximately 90% of our total outstanding common shares after
giving effect to the acquisition in exchange for 4,500 of their shares
representing 100% of Dimgroup, Inc. Accordingly, a change in control of
our company occurred in connection with the Dimgroup, Inc. acquisition,
and the acquisition was deemed a "reverse acquisition" for accounting
purposes.
In February 2000 we changed our corporate name to "Dimgroup.com
Inc."
Our principal executive offices are located at 555 Burnhamthorpe Rd.,
Suite 304, Toronto, Ontario, Canada M9C-2Y3. Our telephone number is
(416) 626-5346.
<PAGE>
THE OFFERING
Common Stock Offered
by Selling Shareholders ............1,239,600
Use of Proceeds .........................We will not receive any proceeds from
the sale of the shares of common stock.
Risk Factors ............................For a discussion of certain factors you
should consider before buying shares of
our common stock, see "Risk Factors."
Dividend Policy .........................We do not intend to pay dividends on
our common stock. We plan to retain any
earnings for use in the operations of
our business and to fund future growth.
<PAGE>
SUMMARY FINANCIAL DATA
The following table summarizes the historical consolidated financial data
for our business. Financial data for periods after April 23, 1999, includes the
operations of Dimgroup.com Inc., the company we acquired on August 11, 1999.
The income statement data and balance sheet data set forth below for the years
ended March 31, 1999 and December 31, 1999 are derived from the audited
financial statements as of March 31, 1999 and December 31, 1999. We changed our
fiscal year end from March 31 to December 31 when we acquired Dimgroup.com Inc.
The income statement data and balance sheet data set forth below for the three
months ended March 31, 2000 are derived from our unaudited financial statements
as March 31, 2000, included at the end of this prospectus.
<TABLE>
<CAPTION>
Balance Sheet Data:
March 31, December 31, March 31,
1999 1999 2000
-------------------------------------
<S> <C> <C> <C>
Total assets $ 45 $ 24,371 $ 75,852
total liabilities - 148,934 235,864
Total stockholders' equity 45 (124,563) (160,012)
Statement of Operations Data:
For the
For the Year Ended Three Months
March 31, December 31, Ended March 31,
1999 1999 2000
------------------------------------------
Revenue $ - $ - $ -
Operating expenses 30 126,567 26,824
Other expenses - 4,365 5,500
Net income (loss) (30) (130,932) (32,324)
</TABLE>
<PAGE>
RISK FACTORS
You should carefully consider the following risks before making an
investment decision. The risks described below are not the only ones
facing our company. Additional risks may also impair our business
operations. If any of the following risks occur, our business, results of
operations or financial condition could be materially adversely affected. In
such case, the trading price of our common stock could decline, and you
may lose all or part of your investment. You should also refer to the other
information set forth in this prospectus, including our financial statements
and the notes to those statements.
This prospectus contains certain "forward-looking statements" based
on our current expectations, assumptions, estimates and projections about
us and our industry. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of certain
factors, as more fully described in this section and elsewhere in
this prospectus. We undertake no obligation to update publicly any
forward-looking statements for any reason, even if new information
becomes available or other events occur in the future. Such factors
include those set forth in this section and elsewhere in this prospectus.
RISKS RELATED TO OUR BUSINESS
WE HAVE A LIMITED OPERATING HISTORY
We commenced our operations in April 1999 when Dimgroup, Inc. received
the rights to Dimgroup.com website from our three current officers.
Accordingly, we have only a limited operating history upon which you can
evaluate our business and prospects. An investor in our common stock must
consider the risks, expenses and difficulties frequently encountered by
early stage companies in new and rapidly evolving markets, including
web-based financial news and information companies. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
WE HAVE A HISTORY OF LOSSES AND WI ANTICIPATE LOSSES WILL CONTINUE
We are not yet generating revenue from our operations. As of March
31. 2000, we had an accumulated deficit of $163,256. We expect to continue
to incur net losses in 2000 and subsequent fiscal periods. We expect to
continue to incur significant operating expenses and, as a result, will
need to generate significant revenues to achieve profitability, which may
not occur. Even if we do achieve profitability, we may be unable to sustain
or increase profitability on a quarterly or annual basis in the future.
See "Summary Financial Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
WE DEPEND ON OUR EDITOR
Our future success depends substantially upon the continued efforts of
our editor to produce original, timely, comprehensive and trustworthy
content. If we lose the services of our editor, our business, results of
operations and financial condition could be materially adversely affected.
WE FACE INTENSE COMPETITION
An increasing number of financial news and information sources
compete for consumers' and advertisers' attention and spending. We
expect this competition to continue to increase. We compete for
advertisers, readers, staff and outside contributors with many types of
companies, including:
* online services or web sites focused on business, finance and investing,
such as MarketWatch.com, The Wall Street Journal Interactive Edition and
The Motley Fool;
* publishers and distributors of traditional media, including print, radio
and television, such as The Wall Street Journal, Fortune, Bloomberg
Business Radio and CNBC;
* providers of terminal-based financial news and data, such as Bloomberg
Business News, Reuters News Service, Dow Jones Markets and Bridge
News Service;
* web "portal" companies, such as Yahoo! and America Online; and
* online brokerage firms, many of which provide financial and investment
news and information, such as Charles Schwab and E*TRADE.
Our ability to compete depends on many factors, including the
originality, timeliness, comprehensiveness and trustworthiness of our
content and that of our competitors, the ease of use of services developed
either by us or our competitors and the effectiveness of our sales and
marketing efforts.
Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition,
larger customer bases and significantly greater financial, technical and
marketing resources than we do. This may allow them to devote greater
resources than we can to the development and promotion of their services.
These competitors may also engage in more extensive research and
development, undertake more far-reaching marketing campaigns and make
more attractive offers to existing and potential employees, outside
contributors, strategic partners and advertisers. Our competitors may
develop content that is equal or superior to ours or that achieves greater
market acceptance than ours. It is also possible that new competitors may
emerge and rapidly acquire significant market share. We may not be able
to compete successfully for readers, staff and outside contributors which
could have a material adverse effect on our business, results of operations
and financial condition. Increased competition could result in reduced
margins or loss of market share, any of which could materially adversely
affect our business, results of operations and financial condition.
We also compete with other web sites, television, radio and print media
for a share of advertisers' total advertising budgets. If advertisers perceive
the Internet or our web site to be a limited or an ineffective advertising
medium, they may be reluctant to devote a portion of their advertising
budget to Internet advertising or to advertising on our web site. See
"Business - Competition".
WE MAY NEED TO ESTABLISH AND MAINTAIN STRATEGIC
RELATIONSHIPS WITH OTHER WEB SITES
If we enter into such relationships with other web sites, they may not
attract significant numbers of readers. Therefore, our site may not receive
a significant number of additional subscribers or readers from such
relationships.
Many companies that we may approach for a strategic relationship also
provide financial news and information from other sources. As a result,
these companies may be reluctant to enter into or maintain strategic
relationships with us. Our business, results of operations and financial
condition could be materially adversely affected if we do not establish
strategic relationships on commercially reasonable terms or if any of our
strategic relationships do not result in an increase in the number of
subscribers or readers of our web site.
WE DEPEND ON MAINTAINING AND INCREASING OUR USER BASE
Our future success is highly dependent on an increase in the number of
users who are willing to access online financial news and information
publications. The number of Internet users accessing online financial
news and information may not continue to increase. If the market for
subscription-based online financial news and information publications
develops more slowly than we expect, our business, results of operations
and financial condition could be materially adversely affected.
WE WILL BE DEPENDENT ON ADVERTISERS AND ON OUR CHIEF
OPERATING OFFICER FOR DEVELOPING OUR ADVERTISING REVENUE
We do not currently have any advertising revenue but do expect to
receive this type of revenue in future. Advertising revenue is expected to
be our major revenue stream therefore our business, results of operations and
financial condition could be materially adversely affected by the loss of
one or more of our anticipated top advertisers or by the loss or incapacity
of our Chief Operating Officer.
WE NEED TO MANAGE OUR GROWTH
To manage our growth, we must continue to implement and improve our
managerial controls and procedures and operational and financial
systems. In addition, our future success will depend on our ability to
expand, train and manage our workforce, in particular our programming,
advertising sales, data entry and clerical staff. We expect that the number
of our employees will increase for the foreseeable future. We will need to
integrate these employees into our workforce successfully. We cannot
assure you that we have made adequate allowances for the costs and risks
associated with this expansion, that our systems, procedures or controls
will be adequate to support our operations, or that our management will be
able to successfully offer and expand our services. If we are unable to
manage our growth effectively, our business, results of operations and
financial condition could be materially adversely affected.
WE DEPEND ON KEY MANAGEMENT PERSONNEL
Our future success depends upon the continued service of certain key
management personnel. The loss of one or more of our key management
personnel could materially adversely affect our business, results of
operations and financial condition.
INCREASED TRAFFIC MAY STRAIN OUR SYSTEMS
Our web site must be capable of accommodating a high volume of traffic,
often at unexpected times. Our web site may in the future, experience
slower response times than usual or other problems for a variety of
reasons. These occurrences could cause our readers to perceive our web
site as not functioning properly and, therefore, cause them to use other
methods to obtain their financial news and information. In such a case, our
business, results of operations and financial condition could be materially
adversely affected.
WE FACE A RISK OF SYSTEM FAILURE
Our ability to provide timely information and continuous news updates
depends on the efficient and uninterrupted operation of our computer and
communications hardware and software systems. These systems and
operations are vulnerable to damage or interruption from human error,
natural disasters, telecommunication failures, break-ins, sabotage,
computer viruses, intentional acts of vandalism and similar events.
Although we do not have a formal disaster recovery plan, we are in
the process of developing one. Any system failure, including network,
software or hardware failure, that causes an interruption in our service or a
decrease in responsiveness of our web site could result in reduced traffic,
reduced revenue and harm to our reputation, brand and our relations with
our advertisers.
We do have an agreement with Digital Nation to maintain our server.
They are responsible for any hardware failures and they monitor our server
7 days a week 24 hours a day. Our operations depend on Digital Nation's
ability to protect our systems against damage from fire, power loss, water
damage, telecommunications failure, vandalism and similar unexpected
adverse events. They, however, do not guarantee that our Internet access
will be uninterrupted, error-free or secure and they are not responsible for
any downtime or loss of data due to hardware failure. Any disruption in the
server function could materially adversely affect our business, results
of operations and financial condition. Our insurance policies may not
adequately compensate us for any losses that we may incur because of
any failures in our system or interruptions in our delivery of content. Our
business, results of operations and financial condition could be materially
adversely affected by any event, damage or failure that interrupts or delays
our operations.
RISKS ASSOCIATED WITH OUR BRAND DEVELOPMENT AND POSSIBLE
HARM TO OUR REPUTATION
We believe that maintaining and growing awareness about the
Dimgroup.com brand is an important aspect of our efforts to continue to
attract subscribers and readers. The importance of brand recognition will
increase in the future because of the growing number of web sites
providing financial news and information. We cannot assure you that our
efforts to build brand awareness will be successful. It is very important
that we maintain our reputation as a trustworthy news organization. The
occurrence of certain events, including our misreporting a news story or
the non-disclosure of stock ownership by one or more of our writers in
breach of our compliance policy, could harm our reputation for
trustworthiness. These events could result in a significant reduction in the
number of our readers, which could materially adversely affect our
business, results of operations and financial condition.
LIABILITY FOR INFORMATION DISPLAYED ON OUR WEB SITE
We may be subject to claims for defamation, libel, copyright or
trademark infringement or based on other theories relating to the
information we publish on our web site. These types of claims have been
brought, sometimes successfully, against online services as well as other
print publications in the past. We could also be subject to claims based
upon the content that is accessible from our web site through links to other
web sites. Our insurance may not adequately protect us against these
claims.
WE RELY ON OUR INTELLECTUAL PROPERTY
To protect our rights to our intellectual property, we rely on a
combination of copyright law, trade secret protection, confidentiality
agreements and other contractual arrangements with our affiliates, clients,
strategic partners and others. The protective steps we have taken may be
inadequate to deter misappropriation of our proprietary information. We
may be unable to detect the unauthorized use of, or take appropriate steps
to enforce, our intellectual property rights. In addition, although we believe
that our proprietary rights do not infringe on the intellectual property rights
of others, other parties may assert infringement claims against us or
claims that we have violated a patent or infringed a copyright, trademark or
other proprietary right belonging to them. These claims, even if not
meritorious, could result in the expenditure of significant financial and
managerial resources on our part, which could materially adversely affect
our business, results of operations and financial condition.
RISKS OF DEVELOPING NEW AND ENHANCED SERVICES AND FEATURES
FOR OUR WEB SITE
We intend to introduce additional and enhanced services such as an
internally developed database developed through open source software
(Linux 6.0) and message boards, in order to retain our current readers and
attract new readers. If we introduce a service that is not favorably
received, our current readers may choose a competitive service over ours
or fail to renew their subscriptions. We may also experience difficulties
that could delay or prevent us from introducing new services.
Furthermore, the new services we may introduce could contain errors that
are discovered after such services are introduced. In such cases, we may
need to significantly modify the design or implementation of such services
on our web site to correct these errors. Our business, results of
operations and financial condition could be materially adversely affected if
we experience difficulties in introducing new services or if these new
services are not accepted by our readers.
RISKS RELATED TO OUR INDUSTRY
WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT
OPERATION OF THE WEB
The web-based information market is new and rapidly evolving. Our
business would be materially adversely affected if web usage does not
continue to grow or grows slowly. Web usage may be inhibited for a
number of reasons, such as:
* inadequate network infrastructure;
* security concerns;
* inconsistent quality of service; and
* unavailability of cost-effective, high-speed access to the Internet.
Our users depend on Internet service providers, online service
providers and other web site operators for access to our web site. Many of
these services have experienced significant service outages in the past
and could experience service outages, delays and other difficulties due to
system failures unrelated to our systems. These occurrences could cause
our users to perceive the web in general or our web site in particular as an
unreliable medium and, therefore, cause them to use other media to obtain
their financial news and information. We also depend on certain
information providers to deliver information and data feeds to us on a
timely basis. Our web site could experience disruptions or interruptions in
service due to the failure or delay in the transmission or receipt of this
information, which could have a material adverse effect on our business,
results of operations and financial condition.
RISKS ASSOCIATED WITH ONLINE ADVERTISING
No standards have been widely accepted to measure the effectiveness
of web advertising. If standards do not develop, potential advertisers may
not be found or, once contracted, continue or increase their levels of web
advertising. If standards develop and we are unable to meet such
standards, advertisers may not continue advertising on our site.
Furthermore, advertisers that have traditionally relied upon other
advertising media may be reluctant to advertise on the web. Our business,
results of operations and financial condition could be materially adversely
affected if the market for web advertising declines or develops more slowly
than expected.
Different pricing models are used to sell advertising on the web. It is
difficult to predict which, if any, will emerge as the industry standard. This
uncertainty makes it difficult to project our future advertising rates and
revenues. We cannot assure you that we will be successful under
alternative pricing models that may emerge. Moreover, "filter" software
programs that limit or prevent advertising from being delivered to a web
user's computer are available. Widespread adoption of this software could
materially adversely affect the commercial viability of web advertising,
which could materially adversely affect our advertising revenues.
We compete with other web sites, television, radio and print media for a
share of advertisers' total advertising budgets. If advertisers perceive the
web in general or our web site in particular to be a limited or an ineffective
advertising medium, they may be reluctant to devote a portion of their
advertising budget to online advertising or to advertising on our web site.
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO
THE WEB
Certain existing laws or regulations specifically regulate
communications or commerce on the web. Further, laws and regulations
that address issues such as user privacy, pricing, online content
regulation, taxation and the characteristics and quality of online products
and services are under consideration by federal, state, local and foreign
governments and agencies. Several telecommunications companies have
petitioned the Federal Communications Commission to regulate Internet
service providers and online services providers in a manner similar to the
regulation of long distance telephone carriers and to impose access fees
on such companies. Such regulation, if imposed, could increase the cost
of transmitting data over the web. Moreover, it may take years to
determine the extent to which existing laws relating to issues such as
intellectual property ownership and infringement, libel, obscenity and
personal privacy are applicable to the web. The Federal Trade
Commission and government agencies in certain states have been
investigating certain Internet companies regarding their use of personal
information. We could incur additional expenses if any new regulations
regarding the use of personal information are introduced or if these
agencies chose to investigate our privacy practices. Any new laws or
regulations relating to the web, or certain application or interpretation of
existing laws, could decrease the growth in the use of the web, decrease
the demand for our web site or otherwise materially adversely affect our
business.
WEB SECURITY CONCERNS COULD HINDER INTERNET COMMERCE
Concern about the transmission of confidential information over the
Internet has been a significant barrier to electronic commerce and
communications over the web. Any well-publicized compromise of
security could deter more people from using the web or from using it to
conduct transactions that involve the transmission of confidential
information, such as signing up for a paid subscription, executing stock
trades or purchasing goods or services. Because advertisers may seek to
advertise on our web site to encourage people to use the web to purchase
goods or services, our business, results of operations and financial
condition could be materially adversely affected if Internet users
significantly reduce their use of the web because of security concerns. We
may also incur significant costs to protect ourselves against the threat of
security breaches or to alleviate problems caused by such breaches.
RISKS RELATED TO THIS OFFERING
SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD
ADVERSELY AFFECT OUR STOCK PRICE
After this offering there will be outstanding 16,579,600 shares of
our common stock. Of these shares, the shares sold in this offering will be
freely tradeable except for any shares purchased by our "affiliates" as
defined in Rule 144 under the Securities Act. The remaining 15,340,000
shares will be "restricted securities," subject to the volume limitations and
other conditions of Rule 144 under the Securities Act.
We cannot predict if future sales of our common stock, or the
availability of our common stock for sale, will materially adversely affect
the market price for our common stock or our ability to raise capital by
offering equity securities. See "Description of Securities" and "Shares
Eligible for Future Sale".
AN INVESTMENT IN OUR COMMON STOCK MAY BE VERY ILLIQUID
We plan to have our shares trade on the Over-The-Counter Bulletin Board
(the "OTC Bulletin Board") of the National Association of Securities Dealers
("NASD"). There is no trading market for our shares, and we cannot assure you
that any such market will ever develop or be maintained. The absence of an
active trading market would reduce the liquidity of an investment in our shares.
To the extent that brokerage firms act as market makers for our shares on
the OTC Bulletin Board, they may be a dominating influence in any market that
might develop, and the degree of participation by such firms may significantly
affect the price and liquidity of our shares. These firms may discontinue their
market making activities at any time. The prices at which our shares are traded
in the market will be determined by these firms and by the purchasers and
sellers of our shares, but such prices may not necessarily relate to our assets,
book value, results of operations or other established and quantifiable criteria
of value.
THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET FOR
OUR STOCK.
The Securities and Exchange Act of 1934 requires additional disclosure
relating to the market for "penny stocks." A penny stock is generally defined to
be any equity security not listed on NASDAQ or a national securities exchange
that has a market price of less than $5.00 per share, subject to certain
exceptions. Among these exceptions are shares issued by companies that have:
o net tangible assets of at least $2 million, if the issuer has been
in continuous operation for three years;
o net tangible assets of at least $5 million, if the issuer has been
in continuous operation for less than three years; or
o average annual revenue of at least $6 million for each of the last
three years.
We do not currently meet the requirements of these exceptions and,
therefore, our shares would be deemed penny stocks for purposes of the Exchange
Act if and at any time while our common stock trades below $5.00 per share. In
such case, trading in our shares would be regulated pursuant to Rules 15-g-1
through 15-g-6 and 15-g-9 of the Exchange Act. Under these rules, brokers or
dealers recommending our shares to prospective buyers would be required, unless
an exemption is available, to:
o deliver a lengthy disclosure statement in a form designated by the
SEC relating to the penny stock market to any potential buyers, and
obtain a written acknowledgement from each buyer that such
disclosure statement has been received by the buyer prior to any
transaction involving our shares;
o provide detailed written disclosure to buyers of current price
quotations for our shares, and of any sales commissions or other
compensation payable to any broker or dealer, or any other related
person, involved in the transaction;
o send monthly statements to buyers disclosing updated price
information for any penny stocks held in their accounts, and these
monthly statements must include specified information on the limited
market for penny stocks.
In addition, if we are subject to the penny stock rules, all brokers or
dealers involved in a transaction in which our shares are sold to any buyer,
other than an established customer or "accredited investor," must make a special
written determination that our shares would be a suitable investment for the
buyer, and the brokers or dealers must receive the buyer's written agreement to
purchase our shares, as well as the buyer's written acknowledgement that the
suitability determination made by the broker or dealer accurately reflects the
buyer's financial situation, investment experience and investment objectives,
prior to completing any transaction in our shares.
These Exchange Act rules may limit the ability or willingness of brokers
and other market participants to make a market in our shares and may limit the
ability of our shareholders to sell in the secondary market, through brokers,
dealers or otherwise. We also understand that many brokerage firms will
discourage their customers from trading in shares falling within the "penny
stock" definition due to the added regulatory and disclosure burdens imposed by
these Exchange Act rules.
The SEC from time to time may propose and implement even more stringent
regulatory or disclosure requirements on shares not listed on NASDAQ or on a
national securities exchange. The adoption of the proposed changes that may be
made in the future could have an adverse effect on the trading market for our
shares.
CONTROL BY PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS
Upon completion of this offering, our officers, directors and
greater-than-five-percent stockholders (and their affiliates) will, in the
aggregate, beneficially own approximately 92.5% of the outstanding
common stock. As a result, these persons, acting together, will have the
ability to control substantially all matters submitted to our stockholders for
approval (including the election and removal of directors and any merger,
consolidation or sale of all or substantially all of our assets) and to control
our management and affairs. Accordingly, this concentration of ownership
may have the effect of delaying, deferring or preventing a change in control
of us, impeding a merger, consolidation, takeover or other business
combination involving us or discouraging a potential acquirer from making
a tender offer or otherwise attempting to obtain control of us, which in turn
could materially adversely affect the market price of the common stock.
See "Management" and "Principal Stockholders".
POSSIBLE VOLATILITY OF OUR STOCK PRICE
We cannot predict the extent to which investor interest in us will lead to
the development of a trading market or how liquid that market might
become. The stock market has experienced significant price and volume
fluctuations and the market prices of securities of technology companies,
particularly Internet-related companies, have been highly volatile.
In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such a company. The institution of such litigation
against us could result in substantial costs and a diversion of our
management's attention and resources, which could materially adversely
affect our business, results of operations and financial condition.
NO INTENTION TO PAY DIVIDENDS
We have never declared or paid any cash dividends on our common
stock. We currently intend to retain any future earnings for funding growth
and, therefore, do not expect to pay any dividends in the foreseeable
future. See "Dividend Policy".
<PAGE>
USE OF PROCEEDS
We will not receive any of the proceeds from he sale of shares of
our common stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common
stock and do not anticipate paying any cash dividends on our common
stock for the foreseeable future.
CAPITALIZATION
The following table sets forth the capitalization of Dimgroup.com as of
March 31, 2000. This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and the financial statements and the notes to those statements included
elsewhere in this prospectus.
<TABLE>
<CAPTION>
MARCH 31,
2000
------------
Actual
------------
<S> <C>
Note payable.................................................. $ 90,300
Stockholders' equity:
Preferred Stock, $0.001 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
Additional paid-in capital.................................... -
Accumulated deficit during development
stage..................................................... (163,256)
Currency translation adjustment........................... (3,169)
Total stockholders' equity.................................... (160,012)
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
financial statements and the notes to those statements which appear
elsewhere in this prospectus. The following discussion contains forward-
looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
prospectus, particularly in "Risk Factors".
OVERVIEW
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. We currently have a
community of loyal readers who turn to us 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. Our
web site provides investors with extensive and useful financial information
free of charge. Currently, we issue newsletters weekly to subscribers, which
provide them with an overview of the past week's market movement and
trends.
We have only a limited operating history upon which you can evaluate our
business and prospects. We have not achieved profitability, and expect to
continue to incur net losses in 2000 and subsequent fiscal periods. We
expect to continue to incur significant operating expenses and, as a result,
will need to generate significant revenues to achieve profitability, which
may not occur. Even if we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.
We believe that quarter-to-quarter comparisons of our operating results
may not be a good indication of our future performance, nor would our
operating results for any particular quarter be indicative of future operating
results.
CAPITAL AND SOURCE OF LIQUIDITY.
As of March 31, 2000, our cash balance was $73,937 and we had a
working capital deficit of $71,627. For the year ended December 31, 2000,
our cash balance was $22,285 and we had a working capital deficit of
$36,349.
Total cash flows from financing activities, include only debt financing,
for the three month ended March 31, 2000 which consists of $81,430 from an
unaffiliated entity. For the year ended December 31, 1999, cash flows from
financing activities were $51,889 consisting principally of net advances of
$43,000 from an unaffiliated entity and $6,289 from our officers.
Our working capital requirements depend upon numerous factors,
including, without limitation, levels of resources that we devote to the
further development of our Web site and marketing capabilities, technological
advances, status of our competitors and our ability to establish
collaborative arrangements with other organizations. We intend to seek
additional capital from private investors to fund our activities. We
believe that our current cash resources should be sufficient to fund
our current operations into the end of year 2000.
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.
For the three month ended March 31, 2000, we had net loss of $32,324,
which is largely attributable to general and administrative expenses of
$26,653 and interest expense of $5,500. For the year ended December 31,
2000, we had net loss of $130,932, which is largely attributable to general
and administrative expenses of $125,998 and interest expense of $4,365. Our
general and administrative expenses of $125,998 includes a consulting fee
paid with long-term note payable of $90,300.
<PAGE>
BUSINESS
Dimgroup.com is striving to become a leading web-based provider of
comprehensive, timely, original and trustworthy financial information
on Nasdaq and OTC Bulletin Board listed companies. Our aim is to help
investors make informed decisions. We currently have a community of loyal
readers who turn to us at our own Web site at www.Dimgroup.com for their
financial and investment information. In the summer of 1999 we had 4,000
weekly e-mail subscribers and received 420,000 monthly pageviews. By spring
of 2000 these numbers had grown substantially to 7,000 subscribers and
750,000 monthly pageviews. We plan to grow this community and increase the
web-based content in order to maintain a high level of service for our
readers.
We plan to enhance our online presence as a financial information
destination through a network of Internet sites under the brand name
Dimgroup.com. Our Web site provides investors with extensive and useful
financial information free of charge. Currently, we issue newsletters
weekly to subscribers, which provide them with an overview of the past
week's market movement and trends.
We are in the development stage and, accordingly, has not yet
generated revenues from operations. Since our acquisition of Dimgroup, Inc.,
we have been substantially engaged in bringing our products and services
to a state of technical feasibility and commercial viability, incurring
substantial costs and expenses.
Future revenues will be derived primarily from advertising sales.
To build brand awareness, increase traffic and create a ready source of
potential subscribers, we will aggressively promote our site. We seek to
maximize our revenue by selling advertisements on all areas of our site. Our
financially oriented readers comprise an upscale demographic that is
desirable to advertisers, which will enable us to charge advertising rates
that we anticipate will be among the highest of financial web sites. We
believe we are well positioned for significant growth in advertising sales as
the market for online financial news and information continues to expand.
INDUSTRY BACKGROUND
The Internet is rapidly growing into a significant global medium for news,
information, communications and commerce, particularly in the United
States. According to an Inteco Corp. survey completed in January 1999,
55% of the U.S. adult population (108 million) accessed the Internet during
the final three months of 1998, up from 40% in the first three months of the
year.
The Internet has rapidly established itself as an effective means for
investors to manage their portfolios, research investments and trade
securities. At the same time, individuals have been taking greater control
of their investments by directly researching information on investments,
tracking their portfolios, purchasing no-load mutual funds and playing a
more proactive role in their relationships with financial advisors. The web
has facilitated these behavioral shifts by providing investors with easy
access to information that was once generally available only to investment
professionals, such as timely market news, intra-day and historical quotes,
charts, SEC filings and analysts' earnings estimates. According to
International Data Corporation, the number of online brokerage accounts in
the United States is expected to grow from 3.5 million at the end of 1997 to
24 million at the end of 2002, with online brokers expected to manage over
$1.5 trillion in assets by the end of 2002.
Increasingly, this growing group of self-directed investors is seeking
timely, comprehensive and trustworthy financial news and information that
can help them make informed investing decisions. Many existing financial
news sources, however, fail to meet this need. Traditional print
publications, constrained by publication cycles of days or even months,
are limited in their ability to keep pace with financial markets. Television
provides a measure of timeliness but generally lacks depth of analysis. In
addition, viewers are subject to television's predetermined schedules. On
the Internet, some news and information sources offer little disclosure
about their background and any conflicts of interest, potentially rendering
their information untrustworthy. Some online news outlets do little more
than republish stories that have already appeared in their affiliated print
publications and many simply aggregate stories from disparate news and
press release wires without supplying the original insight, analysis and
point of view that comes from independent reporting. Other financial sites
offer stock quotes, charts and other investment tools, but provide limited
financial news.
The democratization of Wall Street represents a significant opportunity
for a financial news, commentary and information web site that combines
the depth of coverage of traditional media with the immediacy and
interactivity of the web. We believe that as the audience for investment
news grows we are poised to become a leading source for original, timely,
comprehensive and trustworthy financial news, commentary and
information.
PRODUCTS
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 market makers. 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) Trader Central: Provides customers with a wide range of detailed
information on stocks such as: Quotes, Technical Charts, Headlines, SEC
Filings, Earnings Estimates, Message Boards and Investing.
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.
6) Stockjunkies: Offers our visitors a humor site with financial overtones.
Noting how serious most investors are, this site provides an escape from
every day stress and allows one to enjoy some graphical humor and
parody. Stock Junkies is recognized, as one of the Internet's funniest
finance sites. HumorSearch.com has rated it a "Five Star Humor Site!"
We are currently testing an extensive message board system that will
provide thousands of message boards for stock followers.
MARKET STRATEGY
Our strategy includes the following:
BUILD TRAFFIC AND AUDIENCE LOYALTY
Through our aggressive marketing plan and continued high level of customer
service we plan to not only increase the visitors to our site but also to
ensure they become loyal customers who will return to our site to obtain all
their investment information.
MAXIMIZE THE USE OF DATA AND ANALYTICAL TOOLS
Our web site relies on content, which is available to all our
visitors. We strive to use all our resources efficiently in order to simplify
the services provided on the site.
BUILD AND CAPITALIZE ON THE ATTRACTIVE DEMOGRAPHICS OF
OUR VISITORS
We have positioned ourself in a lucrative niche market. By
continuing to provide the same structured content and enhancing features
and products within the site Dimgroup.com will be able to increase it's
share in this niche market. By so doing Dimgroup.com will be able to take
advantage of the quality of it's visitors through increased earnings
potential.
PURSUE SEVERAL REVENUE STREAMS
We plan on converting our user base to consumers through
numerous e-commerce initiatives. The revenue model will include Banner
Advertisements, Promotional e-mail inserts, Paid content opportunities,
exclusive Sponsorships, Merchandise Sales (books, magazine
subscription and software) and online Investor Training Courses.
Our OTC Bulletin Boar database will also be made available for
licensing to increase revenue potential.
Our strategy includes the continuing development of original finance
content and the smooth integration of original content within an e-commerce
environment. We plan on creating a synergy among the various network
sections by cross-promoting them and utilizing the content sales to promote
the e-commerce sites. Our goal is to develop a network that truly feels
like an integrated community for Stock market participants. A place where
visitors can easily find and retrieve information or ask others for
assistance in a live chat or message board environment or purchase a
financial book. Additionally, our plan calls for an aggressive approach to
expanding alliances for distribution and co-branding of content within the
our network.
MARKETING PLAN
In recent years, individuals have been taking greater control of their
investments. One reason for this behavior is the low rate of return offered
by financial institutions has forced people to take more control of their
money and many have turned to mutual funds and equities to help them
expand their portfolio. The other reason is the ease in which the Internet
allows investor's to search for information, which was once only available
to certified investment professionals. As time passes we are seeing more
and more people search the web for comprehensive, trustworthy and up to
the minute news to assist them in making their own investment decisions.
TARGET MARKET
We believe our Web site draws users who represent an attractive
demographic group for companies that advertise and conduct business
over the Internet. Most visitors to our site are investing in the stock
market and therefore have tangible liquid assets. We plan to continue
attracting this type of visitor based on our content and strategic
development.
PROMOTION & ADVERTISING
Through banner exchange ads and direct advertisement on the Internet,
Dimgroup.com will increase its brand awareness. This will allow
promotions to have a greater impact hence increasing our user base.
STRATEGIC ALLIANCES
We will form strategic alliances with many developers, creators and
distributors of finance related goods and services that will be
made available for sale on the Dimgroup.com web site.
CUSTOMER SERVICE
Customer service is a critical element of our marketing strategy. Because
Dimgroup.com is published online, we can interact with our readers much
more easily than traditional print publications or broadcast media
companies.
COMPETITION
An increasing number of financial news and information sources
compete for consumers' and advertisers' attention and spending. We
expect this competition to continue to increase. We compete for
advertisers, readers, staff and outside contributors with many types of
companies, including:
* online services or web sites focused on business, finance and investing,
such as MarketWatch.com, The Wall Street Journal Interactive Edition and
The Motley Fool;
* publishers and distributors of traditional media, including print, radio and
television, such as The Wall Street Journal, Fortune, Bloomberg Business
Radio and CNBC;
* providers of terminal-based financial news and data, such as Bloomberg
Business News, Reuters News Service, Dow Jones Markets and Bridge
News Service;
* web "portal" companies, such as Yahoo! and America Online; and
* online brokerage firms, many of which provide financial and investment
news and information, such as Charles Schwab and E*TRADE.
Our ability to compete depends on many factors, including the
originality, timeliness, comprehensiveness and trustworthiness of our
content and that of competitors, the ease of use of services developed
either by us or our competitors and the effectiveness of our sales and
marketing efforts.
Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition,
larger customer bases and significantly greater financial, technical and
marketing resources than we do. This may allow them to devote greater
resources than we can to the development and promotion of their services.
These competitors may also engage in more extensive research and
development, undertake more far-reaching marketing campaigns and make
more attractive offers to existing and potential employees, outside
contributors, strategic partners and advertisers. Our competitors may
develop content that is equal or superior to ours or that achieves greater
market acceptance than ours. It is also possible that new competitors may
emerge and rapidly acquire significant market share. We may not be able
to compete successfully for readers, staff and outside contributors which
could have a material adverse effect on our business, results of operations
and financial condition. Increased competition could result in reduced
margins or loss of market share, any of which could materially adversely
affect our business, results of operations and financial condition.
We also compete with other web sites, television, radio and print media
for a share of advertisers' total advertising budgets. If advertisers perceive
the Internet or our web site to be a limited or an ineffective advertising
medium, they may be reluctant to devote a portion of their advertising
budget to Internet advertising or to advertising on our web site.
DESCRIPTION OF PROPERTY
We lease office space at 555 Burnhamthorpe Road, Suite 304, Toronto,
Ontario Canada, M9C-2Y3. The term of the lease is one year, commencing in
October 1999 and the monthly rental payment is $965.14 payable in Canadian
funds.
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Directors and Executive Officers of our
Company.
Name Age Position(s)
- --------------- --- -----------------------------------
Marc Cianfarani 32 Chairman of the Board, President & CEO
Nick Montesano 31 Chief Operating Officer and Director
Berto Napoleone 29 Executive V.P. and Director
MARC CIANFARANI
Mr. Cianfarani is one of the founders of Dimgroup.com 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 our company,
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.com 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 client's files. Mr.
Montesano successfully completed courses in sales and marketing in
1993, which he used to develop a client base for CMN Consultants. His
primary focus at our company is marketing and developing the our
advertising revenue as well as increasing brand awareness.
BERTO NAPOLEONE
Mr. Napoleone is one of the founders of Dimgroup.com 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 our company Mr. Napoleone is responsible
for matters pertaining to corporate governance, contracts, licensing,
insurance and compliance with local, state and federal laws.
EXECUTIVE COMPENSATION
We 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 Year Annual Salary (1)
- --------------------------- ----------- -----------------
<S> <C>
Marc Cianfarani 1999 $4,000
Nick Montesano 1999 $4,000
Berto Napoleone 1999 $4,000
- ---------------
(1) We intend to pay each of our current officers $60,000 in annual
salary for year 2000.
</TABLE>
EMPLOYMENT AGREEMENTS
We currently have no written employment with any of our key officers
and directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Indiana, any person
made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he/she is or was a director or officer of our Company, or served any
other enterprise as director, officer or employee at our request.
Our Board of Directors, in its discretion, shall have the power
on behalf of the Company to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was our employee.
<PAGE>
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public trading market currently exists for our Common Stock. We
plan to apply to have our Common Stock traded on the over-the-counter market
and listed on the OTC Bulletin Board. We can not assure you that we will
obtain OTC Bulletin Board listing, a trading market will ever develop or, if
such a market does develop, that it will continue.
As of the date of this prospectus, the number of holders of the
Company's Common Stock was approximately 208.
CERTAIN TRANSACTIONS
During the period from July through December, 1999 our shareholders
made non-interest bearing advances aggregating $9,722 of which $3,433 have
been repaid.
Before we acquired Dimgroup, Inc., our three current officers
contributed the following capital to Dimgroup, Inc.:
Furniture and office equipment $2,616
Payment of operating expenses 1,158
Cash 2,500
------
Total $6,274
======
We have agreed to pay MAS Financial Corp.("MASF"), an entity controlled by
our sole former officer and director, 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 we agreed to pay to MASF an
additional $30,000 upon the occurrence of certain future specified events.
In April 2000, MASF agreed to cancel the $100,000 note due on August 10, 2001.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of the date of the prospectus,
by (i) each stockholder known by us to be the beneficial owner of more than
5% of our Common Stock, (ii) by each of our executive officer and Director
and (iii) by all of our executive officers and Directors as a group. Each
of the persons named in the table has sole voting and investment power with
respect to common stock beneficially owned. The percentage of class is
based on a total of 16,579,600 share of our common stock outstanding excluding
460,000 shares of our stock owned by MAS Capital Inc. to be cancelled.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percent of
of Beneficial Owner Owned Class
- ------------------------ -------------------- --------------
<S> <C> <C>
Marc Cianfarani (1)(4) 5,111,880 30.8%
Chairman of the Board,
President and CEO
Nick Montesano (2)(4) 5,111,880 30.8%
Chief Operating Officer
and Director
Berto Napoleone (3)(4) 5,111,880 30.8%
Executive V.P. and
Director
Aaron Tsai (5) 704,360 4.2%
All Officers and Directors 15,335,640 92.5%
(3 persons)
___________________________
</TABLE>
(1) Includes a) 100,000 shares held by Maria Cianfarani, mother of Marc
Cianfarani, b) 100,000 shares held by Rob Cianfarani, brother of Marc
Cianfarani, c) 100,000 shares held by Anthony Pizzonia, brother-in-law of
Marc Cianfarani, d) 100,000 shares held by Charlie Gallo, brother-in-law of
Marc Cianfarani, e) 100,000 shares held by Angelo Gallo, father-in-law of
Marc Cianfarani and f) 800,000 shares held by Grace Cianfarani, wife of
Marc Cianfarani.
(2) Includes a) 800,000 shares held by Jennifer Montesano, wife of Nick
Montesano, b) 100,000 shares held by Antonietta Montesano, mother of
Nick Montesano, c) 100,000 shares held by Robert Montesano, brother of
Nick Montesano, d) 100,000 shares to Lisa Montesano, sister of Nick
Montesano, e) 100,000 shares held by Norma Giacco, mother-in-law of Nick
Montesano, f) 100,000 shares held by Mark Giacco, brother-in-law of Nick
Montesano and g) 100,000 shares held by Richard Giacco, brother in law of
Nick Montesano.
(3) Includes a) 300,000 shares held by Sandra Napoleone, wife of Berto
Napoleone, b) 100,000 shares held by Elia Napoleone, mother of Berto
Napoleone, c) 100,000 shares held by David Napoleone, brother of Berto
Napoleone, d) 100,000 shares held by Loreta Dirauso, sister of Berto
Napoleone, e) 100,000 shares held by Connie Galdame, sister of Berto
Napoleone, f) 100,000 shares held by Angela Mendolia, mother-in-law of
Berto Napoleone and g) 300,000 shares held by Domenic Mendolia,
brother-in-law of Berto Napoleone.
(4) The address for each officer/director is c/o Dimgroup.com Inc., 555
Burnhamthorpe Road, Suite 304, Toronto, Ontario M9C-2Y3, Canada.
(5) Includes 700,000 shares held by MAS Capital Inc., which is controlled
by Aaron Tsai, our former officer and director. Mr. Tsai's address is c/o
MAS Financial Corp., 1710 E. Division St., Evansville, IN 47711. Excluding
460,000 shares held by MAS Capital Inc. to be returned to our Company
for cancellation.
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
Our Articles of Incorporation currently authorizes us to issue
Eighty Million (80,000,000) shares of Common Stock at $.001 par value.
Each holder of our Common Stock is entitled to one vote for each
share of Common Stock held. As of the date of this prospectus, there are
17,039,600 shares of our Common Stock outstanding. After cancellation of
460,000 shares of Common Stock owned by MAS Capital Inc., there will
be 16,579,600 share of our Common Stock outstanding.
PREFERRED STOCK
Our Articles of Incorporation currently authorizes us to issue Twenty
Million (20,000,000) shares of Preferred Stock at $.001 par value. The
Preferred Stock may be divided into Series or Classes, with special voting
rights and preferences, to be established by our management upon the
approval of a majority vote of our Directors. As of the date of this
prospectus, there are no shares of our Preferred Stock outstanding.
If our Board of Directors authorized the issuance of shares of Preferred
Stock with conversion rights, the number of shares of our Common Stock
outstanding could potentially be increased by up to the authorized amount.
Issuance of our Preferred Stock could, under certain circumstances, have the
effect of delaying or preventing a change in control of our Company and
may adversely affect the rights of holders of our other classes of Preferred
Stock or holders of our Common Stock. Also, our Preferred Stock could have
preferences over our Common Stock and other series of our Preferred Stock
with respect to dividends and liquidation rights.
Upon liquidation of our Company, each shareholder is entitled to receive
a proportionate share of our assets available for distribution to
shareholders after the payment of liabilities and after distribution in full of
preferential amounts, if any. All shares of our Common Stock issued and
outstanding are fully-paid and nonassessable. Holders of our Common Stock
are entitled to share pro rata in dividends and distributions with respect to
our Common Stock, as may be declared by our Board of Directors out of funds
legally available therefor.
TRANSFER AGENT
Signature Stock Transfer, Inc. is the transfer agent for our Common
Stock.
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of our common stock in the public market
could adversely affect prevailing market prices of our common stock.
Furthermore, since no shares will be available for sale shortly after this
offering because of certain legal restrictions on resale described below,
sales of substantial amounts of common stock in the public market after
these restrictions lapse could adversely affect the prevailing market price
and our ability to raise equity capital in the future.
Upon completion of this offering, we will have outstanding an aggregate
of 16,579,600 shares of our common stock. Of these shares, all of the shares
sold in this offering will be freely tradable without restriction or further
registration under the Securities Act, unless such shares are purchased by
"affiliates" as that term is defined in Rule 144 under the Securities Act (the
"Affiliates"). The remaining 15,335,640 shares of common stock held by
existing stockholders are "restricted securities" as that term is defined in
Rule 144 under the Securities Act. Restricted securities may be sold in the
public market only if registered or if they qualify for an exemption from
registration under Rule 144 promulgated under the Securities Act, which
rules are summarized below.
RULE 144
In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned shares of
our common stock for at least one year would be entitled to sell within any
three-month period a number of shares that does not exceed the greater
of:
* 1% of the number of shares of common stock then outstanding, which
will equal approximately 165,796 shares immediately after this offering; or
* the average weekly trading volume of the common stock on the OTC
Bulletin Board during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to such sale.
Sales under Rule 144 are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public
information about us.
RULE 144(K)
Under Rule 144(k), a person who is not deemed to have been one of our
Affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an Affiliate, is
entitled to sell such shares without complying with the manner of sale,
public information, volume limitation or notice provisions of Rule 144.
Therefore, unless otherwise restricted, "144(k) shares" may be sold
immediately upon the completion of this offering.
PLAN OF DISTRIBUTION
It is anticipated that the selling security holders will offer the shares
in direct sales to private persons and in open market transactions. The
selling security holders may offer the shares to or through registered
broker-dealers who will be paid standard commissions or discounts by the
selling security holders. We believe that no selling security holders have
any arrangements or agreements with any underwriters or broker/dealers
to sell the shares, and they may contact various broker/dealers to identify
prospective purchasers. Additionally, agents, brokers or dealers may
acquire shares or interests in shares and may, from time to time, effect
distributions of the shares or interests in such capacity.
SELLING SECURITY HOLDERS
This prospectus concerns the transfer by the selling security holders
of an aggregate of 1,239,600 shares of common stock. The selling security
holders may transfer the common stock at those prices that they are able
to obtain in the market or as otherwise negotiated. In addition, the selling
stockholders may transfer the shares in exchange for consideration other
than cash, or for no consideration, as determined by the selling
stockholders in their sole discretion. This prospectus may be used by the
selling stockholders to transfer shares of the common stock to affiliates of
the selling stockholders. We will receive no proceeds from the sale of
common stock by the selling security holders.
The following table sets forth the name of the selling security holders,
the number of shares of common stock owned by the selling security
holders before this offering, the number of shares of common stock being
registered, and the number and percentage of shares of common stock
owned after this offering. None of the selling security holders has held any
position or office, or had any marital relationship with our officers or
directors in the past three years except as noted below.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Beneficial Ownership Beneficial Ownership
Beneficial Owner Prior to the After the
Offering Number of Offering (1)
--------------------- Shares ---------------------
Number Percent Registered Number Percent
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
MAS Capital Inc. 700,000 4.2% 700,000 0 0
- -----------------------------------------------------------------------------------------------
Stanislav Nikolaevich Gemes 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Sergei Konstantinovich Afon 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Pavel Alexandrovich Sidorkin 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Stepan Alexandrovich Dybov 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Ilona Yanochevna Nerba 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Larisa Nikolaevna Timoshina 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Natalya Petrovna Timoshilova 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Anatoly Ivanovich Kim 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Nina Nikolaevna Kern 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Alexei Dmitrievich Basuk 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Vadim Alexandrovich Yuchno 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Maxim Vladimirovitch Golodnitsky 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Ludmila Viktorovna Sandaluk 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Vladimir Viktorovich Knyshov 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Michael Dmitrievich Nerba 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Irina Vladimirovna Kern 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Sergei Michaelovich Nerba 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Vitaly Alexandrovich Boyarkin 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Victoria Vitalyevna Boyarkina 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Natalya Alexandrovna Boyarkina 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Evgeni Nikolaevich Kern 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Elena Viktorovna Dobrynina 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Alexander Nilolaevich Dobrynin 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Denis Michaelovich Nevzorov 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Tatyana Alexandrovna Nevzorova 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Michael Nikolaevich Nevzorov 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Olga Nikolaevna Nerba 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Tatyana Tichonovna Rumina 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Nikolai Petrovich Rumin 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Vladimir Yrevich Dobrov 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Natalya Vladimirovna Prishkolnik 500 * 500 0 0
- -----------------------------------------------------------------------------------------------
Charles S. Roberson 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
David E. Carra 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
April K. Carlisle 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Rich Hemmer 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Stephen Lee 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Susan Elizabeth Cormell 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Julie Caroline Avery 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Pamela Avery 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Robert George William Avery 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Roger Thomas Sant 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Victor Charles Bowmer 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Robert Charles Bowmer 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Barbara Jean Ellson 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
John Peter Debney 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Emma Weight 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jean Weight 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Guevara Diaz 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
David Guevara Diaz 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mevert Aurelio Serrano Selazco 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Pablo Hernandez Gallon 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Juan Dario Hernandez Cano 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mario J. Lemoine Iragorri 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Frank Enrique Ladera Ladera 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Felipe Enrique Betancourt Garcia 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Fernandez Quintero Reinaldo Alberto 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mena Matute Mayerling Daliath 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Guevara Diaz Monica 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Carlos Jesus Guevara Diaz 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Eduardo Jose Banco 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Loreto Gutierrez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Alexander Luis Barretto 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Leonardo Pedrin Vargas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jeans Carlos Herrera 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
David Curbenos Garcia 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Pedro Pablo Gutierrez Moreno 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Julio Cesar Rodriguez Revette 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Neil Alberto Alcala Bello 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Victor Jose Monillo 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Angel Jose Oneca 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Leonel Antonio Borreso Herrera 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Carlos Alberto Armas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Hector Jose Alvarez Mejias 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Vegas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Daisy Oviedo De Lara 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mitzy Capriles De Ledezma 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Rosalia Romero 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jesus Amoyo Gomez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Amadeo Leyba 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mercedes Vargas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Daniela Schadendorf De Esparis 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Leonardo Velazquez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Susana Prada De Allulli 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Pimentel Latvaa 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Esdgan Mujica 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Feliz Oletta 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Dulce Delgado 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Maria Cristina Parra 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Nelson Jose Lara 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Nancy Montero 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Luis Enrique Oberto 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mariztza Matiozzi 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jorge Carvajal Morales 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Fernando Pereira 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Wilmer Jose De Abrev Vazquez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jacqueline Carrasco Gamez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Iraida De La Corteza Carrasco De John 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Victor Jovanny Suarez Valdes Pino 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Abranham Giraud L. 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Pablo Rafael Barretto 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jhonny Emiliano Diaz Pacheco 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jorge A. Briones Torrealba 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Omar Antonio Morales Mancano 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Williams Montes 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Pedro Pacheco 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Manuel Antonio Gonzalez Gonzalez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Rafael Chenubini Ocando 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Pedro Miguel Cardozo Azuaje 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Ferreira 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Brieda Aular Perez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Henry Rossenschein 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Ernesto Fernandez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Dumas Roberto Gomez Gonzalez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Guillermo Paredes 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jose Dominguez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Hugo Cesar Bastidas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Richard Tovar 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Feliz Morales Marcano 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Mario Olivares Marcano 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
George Dao Dao 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Alejandro Andres H. 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Francis Carolina Maldonado Gonzalez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Leonardo George Bastardo 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Elba Elena Diaz Acero 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Roberto Carlos Diaz 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Silio Antonio Manzanero Lariva 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Eduardo Jose Crespo 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Josueismael Gomez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Eduardo Palomar Lopez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Miguel Enrique Ravelo Vouteris 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Ibain Gregorio Lopez Artiaga 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Gabriel Antonio Caraballo Soto 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Edgar Jose Maldonado Garcia 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Maria Particia Pichardo 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Rafael Angel Chavez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Eric David Domingo Azaujo 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Maikel Lopez Lopez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Gustavo Heiten Aguylar 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Carlos Alfredo Ferreira Moron 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Maria Josefa Cheda Saavedra 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Hermogenes Francisco Gil Suarez 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
William Rommel Montes Rojas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Miguel Antonio Flores Vargas 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Ruben Silva Boico 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Ersel Susar 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Jeriah D. Civlei 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
John Tsai 700 * 700 0 0
- -----------------------------------------------------------------------------------------------
Guillermo Guevara 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Elizabeth Hudson 200 * 200 0 0
- -----------------------------------------------------------------------------------------------
Aaron Tsai 4,360 * 4,360 0 0
- -----------------------------------------------------------------------------------------------
Maria Stalteri 10,000 * 10,000 0 0
- -----------------------------------------------------------------------------------------------
Claire Laise 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Nick Giorgio 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Cathy Giorgio 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Giovanni Giorgio 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Pina Giorgio 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Ashley Highton 30,000 * 30,000 0 0
- -----------------------------------------------------------------------------------------------
Marco DiCarlo 40,000 * 40,000 0 0
- -----------------------------------------------------------------------------------------------
Aaron Duguay 30,000 * 30,000 0 0
- -----------------------------------------------------------------------------------------------
Tony Cardile 2,000 * 2,000 0 0
- -----------------------------------------------------------------------------------------------
Zeki Susar 40,000 * 40,000 0 0
- -----------------------------------------------------------------------------------------------
Tony Campoli 8,000 * 8,000 0 0
- -----------------------------------------------------------------------------------------------
Carm Chirenza 10,000 * 10,000 0 0
- -----------------------------------------------------------------------------------------------
Josie Marciello 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Andrew Kim 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Vittoria Amendola 27,200 * 27,200 0 0
- -----------------------------------------------------------------------------------------------
Al Palleschi 30,000 * 30,000 0 0
- -----------------------------------------------------------------------------------------------
Rob Cianfarini 12,000 * 12,000 0 0
- -----------------------------------------------------------------------------------------------
Tom Scaramuzzo 20,000 * 20,000 0 0
- -----------------------------------------------------------------------------------------------
Mary Perinetti 25,000 * 25,000 0 0
- -----------------------------------------------------------------------------------------------
Mike Lorenza 27,800 * 27,800 0 0
- -----------------------------------------------------------------------------------------------
Mike Zappa 3,000 * 3,000 0 0
- -----------------------------------------------------------------------------------------------
Andrea Cosentino 12,000 * 12,000 0 0
- -----------------------------------------------------------------------------------------------
Frank Napoleone 6,600 * 6,600 0 0
- -----------------------------------------------------------------------------------------------
Domenic Monardo 5,600 * 5,600 0 0
- -----------------------------------------------------------------------------------------------
Domenic Galloro 2,700 * 2,700 0 0
- -----------------------------------------------------------------------------------------------
Vito Monardo 4,100 * 4,100 0 0
- -----------------------------------------------------------------------------------------------
Gino Panarese 14,000 * 14,000 0 0
- -----------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(1) Assuming all shares registered are sold.
Following selling stockholders have served as our Directors in the past:
Aaron Tsai, Charles S. Roberson, David E. Carra, April K. Carlisle,
Rich Hemmer, Stephen Lee, Ersel Susar, Jeriah D. Civlei, John Tsai,
Guillermo Guevara and Elizabeth Hudson.
<PAGE>
LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
LEGAL MATTERS
Charlotte M. Liebig, Attorney-At-Law has acted as our counsel in
connection with this offering, including the validity of the issuance of the
shares offered under this prospectus.
EXPERTS
The financial statements of Dimgroup Inc. at December 31, 1999
appearing in this Prospectus and Registration Statement have been
audited by Stark Tinter & Associates, LLC, independent auditors, as stated
in their report appearing elsewhere herein, and are included in reliance
upon such report given on the authority of such firm as experts in
accounting and auditing.
The financial statements of MAS Acquisition VII Corp. at March 31, 1999
appearing in this Prospectus and Registration Statement have been audited by
Tubbs & Bartnick, P.A., independent auditors, as stated in their report
appearing elsewhere herein, and are included in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
On March 6, 2000, we changed accountants from Tubbs & Bartnick, P.A. to
Stark Tinter & Associates, LLC. Tubbs & Bartnick, P.A. declined to stand for
re-election, as a result of one of its shareholders becoming a member of
Stark Tinter & Associates, LLC. The decision to change accountants was
approved by our Board of Directors.
<PAGE>
ADDITIONAL INFORMATION
We filed a registration statement with the SEC on Form SB-2 relating to the
shares offered in this prospectus. This prospectus does not contain all of the
information included in the registration statement. For further information
about us and the shares we are offering in this prospectus, refer to the
registration statement and its exhibits. The statements we make in this
prospectus regarding the content of any contract or other document are
necessarily not complete, and you may examine the copy of the contract or other
document that we filed as an exhibit to the registration statement. All our
statements about those contracts or other documents are qualified in their
entirety by referring you to the exhibits to the registration statement.
After the effective date of this offering, we intend to furnish to our
stockholders annual reports containing audited financial statements and interim
reports. We currently file annual and quarterly reports and other information
with the SEC. Such reports and other information can be inspected and copied at
the public reference facility of the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained by mail from the Public Reference Section of the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, we are required to file electronic versions
of these documents with the SEC through the SEC's Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system. The SEC maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and other
information regarding registrants that file electronically with the SEC.
<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
Report of Stark Tinter & Associates, LLC F-6
Consolidated Balance Sheet as of December 31,
1999 F-7
Consolidated Statement of Operations, For the
the Period From Inception (April 23, 1999)
to December 31, 1999 F-8
Consolidated Statement of Changes in
Stockholders' Deficit, For the Period From
Inception (April 23, 1999) to December 31,
1999 F-9
Consolidated Statement of Cash Flows, For the
Period From Inception (April 23, 1999)
to December 31, 1999 F-10
Notes to Financial Statements as of
December 31, 1999 F-11
Report of Tubbs & Bartnick, P.A. F-12
Balance Sheet as of March 31, 1999 F-13
Statements of Operations, For the
Years Ended March 31, 1998 and 1999 and
the Period From Inception (October 7, 1996)
to March 31, 1999 F-14
Statement of Changes in Stockholders' Equity
For the Period From Inception (October 7,
1996) through March 31, 1999 F-15
Statements of Cash Flows, For the
Years Ended March 31, 1998 and 1999, and
the Period From Inception (October 7, 1996)
to March 31, 1999 F-16
Notes to Financial Statements as of
March 31, 1999 F-17
</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.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
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>
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 - -
------------ ------------
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 -
------------ ------------
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. 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.
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>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders:
Dimgroup.com Inc.
We have audited the consolidated balance sheet of Dimgroup.com Inc. (A
Development Stage Company) as of December 31, 1999 and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for
the period from inception (April 23, 1999) to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Dimgroup.com, Inc.
(A Development Stage Company) as of December 31, 1999, and the results of its
operations and its cash flows for the period from inception (April 23, 1999) to
December 31, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 the Company
has been in the development stage since inception. Realization of the Company's
assets is dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary in the event that the
Company cannot continue in existence.
/s/ STARK TINTER & ASSOCIATES, LLC
STARK TINTER & ASSOCIATES, LLC
Certified Public Accountants
Denver, Colorado
March 28, 2000
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash $ 22,285
Total current assets 22,285
PROPERTY AND EQUIPMENT, NET 2,065
OTHER ASSETS 21
$ 24,371
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 9,345
Loans payable 43,000
Loans payable - officers 6,289
Total current liabilities 58,634
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 (130,932)
Accumulated other comprehensive income:
Currency translation adjustment (44)
Total stockholders' (deficit) (124,563)
$ 24,371
</TABLE>
Read the accompanying notes to the Financial statements.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
OPERATING COSTS AND EXPENSES
<S> <C>
General and administrative $ 125,998
Depreciation and amortization 569
126,567
OTHER EXPENSES
Interest expense 4,365
NET (LOSS) (130,932)
Other comprehensive income:
Foreign currency translation adjustment (44)
COMPREHENSIVE (LOSS) $ (130,976)
PER SHARE INFORMATION (basic and fully diluted)
Weighted average common shares outstanding 17,039,600
(Loss) per share $ (0.02)
</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 DECEMBER 31, 1999
<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)
</TABLE>
Read the accompanying notes to the financial statements
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Net (loss) $ (130,932)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Depreciation and amortization 569
Operating expenses contributed to capital 1,158
Consulting fees paid with long-term note payable 90,300
Exchange rate fluctuations (44)
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses 9,345
Total adjustments 101,328
Net cash (used in) operating activities (29,604)
Cash flows from investing activities:
Net cash (used in) investing activities -
Cash flows from financing activities:
Proceeds from loans payable 48,000
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 51,889
Increase in cash 22,285
Cash - beginning of period -
CASH - END OF PERIOD $ 22,285
Supplemental cash flow information:
Cash paid for interest $ 20
Cash paid for income taxes $ -
Non cash investing and financing activities:
Furniture and equipment contributed to capital $ 2,616
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
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.
Basis of Presentation
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern which contemplates the
recoverability of assets and the satisfaction of liabilities in the normal
course of business. As noted above, the Company is in the development stage
and, accordingly, has yet not generated substantial revenues from operations.
Since its inception, the Company has been substantially engaged in bringing its
product and services to a state of technical feasibility and commercial
viability, incurring substantial costs and expenses. As a result, the Company
incurred a net loss during the period from inception to December 31, 1999 of
$130,932. In addition, the Company's current liabilities exceed its current
assets by $36,349. The Company's development activities since inception have
been financially sustained by a combination of contributions from the founders
and debt. The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the sale of common
stock and, ultimately, the achievement of operating revenues. The accompanying
financial statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets or satisfy its
liabilities.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All significant intercompany accounts and
transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Revenue Recognition
The Company recognizes revenue when its products are delivered or services are
provided.
Property and Equipment
Property and equipment are depreciated or amortized using the straight-line
method over the following estimated useful lives:
Furniture and office equipment 3 - 5 years
Effective in 1998, the Company adopted Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use", which requires that certain costs for the development of internal
use software should be capitalized, including the costs of coding, software
configuration, upgrades and enhancements. The adoption of this pronouncement
did not have a material effect on the Company's financial results.
Advertising costs
The Company expenses all costs of advertising as incurred.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Product development costs
The web site will comprise multiple features and offerings that are currently
under development, and it is anticipated that the offerings will require future
development and refinement. In connection with the development of its products,
the Company will incur external costs for hardware, software, and consulting
services, and internal costs for payroll and related expenses of its technology
employees directly involved in the development. All hardware costs will be
capitalized. Purchased software costs will be capitalized in accordance with
Statement of Position 98-1 Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. All other costs will be reviewed for
determination of whether capitalization or expense as product development cost
is appropriate.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 1999. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and accrued expenses and loans payable. Fair values were
assumed to approximate carrying values for these financial instruments because
they are short term in nature and their carrying amounts approximate fair values
or they are receivable or payable on demand. The fair value of the Company's
long-term debt is estimated based upon the quoted market prices for the same or
similar issues or on the current rates available to the Company for debt of the
same remaining maturity.
Impairment of long lived assets
Long lived assets and certain identifiable intangibles held and used by the
Company are reviewed for possible impairment whenever events or circumstances
indicate the carrying amount of an asset may not be recoverable or is impaired.
Comprehensive income
The Company follows Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its components
in the financial statements.
Segment Reporting
The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures About Segments of an Enterprise and Related Information." The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Foreign currency translation
The local currency (Canadian Dollar) is the functional currency for the
Company's operations. Assets and liabilities are translated using the exchange
rate in effect at the balance sheet date. Income and expenses are translated at
the average exchange rate for the year. Translation adjustments are reported as
a separate component of stockholders' equity.
Income taxes
The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred income tax
expenses or benefits are based on the changes in the asset or liability each
period. If available evidence suggests that it is more likely than not that
some portion or all of the deferred tax assets will not be realized, a valuation
allowance is required to reduce the deferred tax assets to the amount that is
more likely than not to be realized. Future changes in such valuation
allowance are included in the provision for deferred income taxes in the period
of change.
Net (Loss) per Common 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.
Recent Pronouncements
The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The rule now will apply to all fiscal quarters of all fiscal years
beginning after June 15, 2000. In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted in years beginning after June 15, 1999. The Statement
permits early adoption as of the beginning of any fiscal quarter after its
issuance. The Statement will require the Company to recognize all derivatives
on the balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. If the derivative is a hedge, depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company has not yet determined if it will early-adopt and what the effect of
SFAS No. 133 will be on the earnings and financial position of the Company.
<PAGE>
DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Furniture and office equipment $ 2,616
Less: accumulated depreciation 551
$ 2,065
Depreciation expense was $551 for the period ended December 31, 1999.
NOTE 4 - LOANS PAYABLE AND LONG-TERM DEBT
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.
The advances bear interest at 10% per annum, are unsecured and are payable on
demand.
Long-term debt
Note payable, due in August 2001, with interest
Imputed at 10% per annum, unsecured (see Note 8) $ 90,300
NOTE 5 - STOCKHOLDERS' (DEFICIT)
At inception the Company issued 15,335,640 shares of its $.001 par value stock
to officers and directors for cash aggregating $100.
During February 2000 the Company effected a two for one forward stock split.
All shares and per share amounts have been restated to give effect to this
split.
NOTE 6 - RELATED PARTY TRANSACTIONS
The shareholders of the Company contributed the following to the capital of the
Company.
Furniture and office equipment $ 2,616
Payment of operating expenses 1,158
Cash 2,500
$ 6,274
During the period from July through December shareholders of the Company made
non-interest bearing advances aggregating $9,722 of which $3,433 have been
repaid.
NOTE 7 - 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 $130,000 which expire in 2019. The deferred tax asset related to
this carryforward has been fully reserved.
NOTE 8 - COMMITTMENTS
Operating leases
During September, 1999 the Company entered into a one year lease for office
facilities at a monthly rental of $902.
Other
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 4) 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.
<PAGE>
TUBBS & BARTNICK, P.A.
- ----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
MAS Acquisition VII Corp.
We have audited the accompanying balance sheet of MAS Acquisition VII
Corp. (a development stage Company) as of March 31, 1999, and the
related statements of operations, changes in stockholders' equity,
and cash flows for each of the years ended March 31, 1998 and 1999,
and the period from October 7, 1996 (date of inception) to March 31,
1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MAS
Acquisition VII Corp. (a development stage Company) as of March 31,
1999, and the results of its operations, and its cash flows for each
of the years ended March 31, 1998 and 1999, and the period from
October 7, 1996 (date of inception) to March 31, 1999 in conformity
with generally accepted accounting principles.
/s/ Tubbs & Bartnick, P.A.
Tubbs & Bartnick, P.A.
Certified Public Accountants
Boca Raton, Florida
April 18, 1999
2300 GLADES ROAD, SUITE 415E, BOCA RATON, FL 33431,
TEL (561) 361-0330, FAX (561) 368-7720
(Member - AICPA Division for CPA Firms)
<PAGE>
MAS Acquisition VII Corp.
(A Development Stage Company)
Balance Sheet
As of March 31, 1999
Assets
Current assets:
Total current assets $ -
Other assets:
Organization costs net of amortization of $45 45
-------
Total assets $ 45
=======
Liabilities and Stockholders' Equity
Current liabilities:
Total current liabilities $ -
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized,
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,519,800 shares issued and
outstanding 111
Deficit accumulated during the
development stage (66)
-------
Total liabilities and stockholders' equity $ 45
=======
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition VII Corp.
(A Development Stage Company)
Statements of Operations
For the Years Ended March 31, 1998 and 1999 and
the Period From Inception (October 7, 1996) to March 31, 1999
Year Year Inception
Ended Ended to
March 31, March 31, March 31,
1998 1999 1999
Revenue $ - $ - $ -
Costs and expenses:
General and Administrative 18 30 66
Net (loss) $ (18) $ (30) $ (66)
Per share information:
Weighted average number
of common shares
outstanding 8,508,250 8,514,025 8,512,100
Basic (loss) per share $ (.00) $ (.00) $ (.00)
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition VII Corp.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From (Inception) October 7, 1996, through
March 31, 1999
Deficit Accumulated
During the
Common Stock Development Stage Total
---------------- -------------------- -----
Shares Amount
------ ------
Shares issued at inception
for organization costs
aggregating $90 8,500,000 $ 90 $ - $ 90
Shares issued for
services at $.001
per share during
January, 1997 500 1 1
Gift shares issued
during March, 1997 at
$.001 per share 7,750 8 8
Net (loss) for the period - - (18) (18)
--------- ------- -------- --------
Balance March 31, 1997 8,508,250 99 (18) 81
Net (loss) for the year - - (18) (18)
--------- ------- -------- --------
Balance March 31, 1998 8,508,250 99 (36) 63
Shares issued for
services at $.001
per share during
September, 1998 750 1 1
Gift shares issued
during September, 1998 at
$.001 per share 10,800 11 11
Net (loss) for the year - - (30) (30)
--------- ------- -------- --------
Balance March 31, 1999 8,519,800 $ 111 $ (66) $ 45
========= ======= ======== ========
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition VII Corp.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended March 31, 1998 and 1999, and
the Period From Inception (October 7, 1996) to March 31, 1999
Year Year Inception
Ended Ended to
March 31, March 31, March 31,
1998 1999 1999
----------- ----------- -----------
Cash Flows From Operating Activities:
Net (loss) $ (18) $ (30) $ (66)
Adjustments to reconcile net (loss)
to net cash provided by (used in)
operating activities:
Amortization 18 18 45
Issuance of common stock for services 1 2
Gift shares issued - 11 19
--------- --------- ---------
Net cash provided by (used in)
operations - - -
--------- --------- ---------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
--------- --------- ---------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities - - -
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents - - -
--------- --------- ---------
Beginning cash and cash equivalents - - -
--------- --------- ---------
Ending cash and cash equivalents $ - $ - $ -
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ - $ - $ -
Interest $ - $ - $ -
Supplemental schedule of non-cash investing and financing activities:
Common shares issued for organization
costs $ - $ - $ 90
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition VII Corp.
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 1999
Note 1. SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The Company was incorporated on October 7, 1996, in the State of
Indiana. The Company is in the development stage and its intent is to
locate suitable business ventures to acquire. The Company has had no
significant business activity to date and has chosen March 31, as a
year end.
B. Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
C. Intangible assets
The cost of intangible assets is amortized using the straight line
method over the estimated useful economic life (five years for
organization costs). They are stated at cost less accumulated
amortization. The Company reviews for the impairment of long-lived
assets and certain identifiable intangibles whenever events or changes
in circumstances indicate that the carrying value of the asset may not
be recoverable. An impairment loss would be recognized when estimated
future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount. No such
impairment losses have been identified in the periods presented.
D. Net loss per share
Basic loss per share is computed by dividing the net loss for the
period by the weighted average number of common shares outstanding for
the period.
E. Use of estimates
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
<PAGE>
MAS Acquisition VII Corp.
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 1998
(Continued)
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value
common stock to an officer as reimbursement of organization costs paid
by the officer. Fair value used for this transaction of $90 is based
upon the actual cost of incorporation.
During January, 1997 the Company issued 500 shares of its $.001 par
value common stock to directors as compensation valued at $1.
During March, 1997 the Company issued 7,750 shares of its common stock
to foreign citizens as a gift with an aggregate fair value of $8.
During September, 1998 the Company issued 750 shares of its $.001 par
value common stock to directors as compensation valued at $1.
During September, 1998 the Company issued 10,800 shares of its common
stock to foreign citizens as a gift with an aggregate fair value of $11.
Note 3. 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 classifications of the 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 deferred tax asset
related to the operating loss carryforward has been fully reserved.
The Company's net operating loss carryforwards expire in 2011 through
2013.
<PAGE>
<PAGE>
ITEM 27. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
- ------- --------------------------------------------------------
<S> <C>
2.1 Stock Exchange Agreement (**)
3.1 Articles of incorporation (*)
3.2 By-laws (*)
3.3 Articles of Merger (**)
5.1 Opinion Regarding Legality
23.1 Consent of Counsel
23.2 Consent of Stark Tinter & Associates, LLC, Certified
Public Accountants
23.3 Consent of Tubbs & Bartnick, P.A., Certified Public
Accountants
27 Financial Data Schedule
- ------------------------------------------------------------------------
</TABLE>
(*) Incorporated by reference to exhibits of our Registration Statement
on Form 10-SB/A filed on August 3, 1999.
(**) Incorporated by reference to exhibits of our Current Report on
Form 8-K/A filed on November 8, 1999.
<PAGE>
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to provisions described in Item 14, or
otherwise, the registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification by the
registrant against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer, or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against pubic policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bonafide offering thereof.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Toronto, Province of Ontario.
DIMGROUP.COM INC.
Date: May 19, 2000 By: /s/ Marc Cianfarani
__________________________________
Marc Cianfarani
Chairman of the Board, President
and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- ------------------------------------ ---------
<S> <C> <C>
/s/ Marc Cianfarani Chairman of the Board, President and
- --------------------- Chief Executive Officer May 19, 2000
Marc Cianfarani
/s/ Nick Montesano Chief Operating Officer and Director May 19, 2000
- ---------------------
Nick Montesano
/s/ Berto Napoleone Executive Vice-President and Director May 19,2000
- ---------------------
Berto Napoleone
</TABLE>
<PAGE>
EXHIBIT 5.1
OPINION REGARDING LEGALITY
1. Dimgroup.com, Inc., formerly known as MAS Acquisition VII Corp. is a
corporation validly existing and in good standing under the laws of the State
of Indiana, and has full corporate power to own and hold its respective
properties and carry on its respective business as now conducted.
2. This opinion is given in connection with the registration with the Securities
and Exchange Commission (SEC) of the one million, two hundred thirty-nine
thousand, six hundred (1,239,600) shares of common stock of the corporation
for the proposed resale by the corporation's existing shareholders.
3. The authorized capital stock of Dimgroup.com, Inc. consists of
eighty million (80,000,000) shares of common stock having a par value of $0.001
per share, and twenty million (20,000,000) shares of preferred stock having a
par value of $0.001 per share.
4. There are seventeen million, thirty-nine thousand, six hundred
(17,039,600) common shares are currently issued and outstanding. There are no
preferred shares currently issued and outstanding. All of the outstanding
shares of the Dimgroup.com., Inc. common stock are duly authorized,
validly issed, and fully paid and non-assessable. There are no outstanding
subscriptions, options, warrants, calls, rights, convertible securities or
other agreements or commitments of any character relating to the capital
stock of Dimgroup.com, Inc. Dimgroup.com, Inc. does not hold,
directly or indirectly, any outstanding, equitable, legal or beneficial
interests in any corporation or other entity.
5. There are no known legal, administrative, arbitration or other proceedings
or governmental investigations against Dimgroup.com, Inc. which, if
resolved unfavorably, would have a material adverse effect on Dimgroup.com,
Inc.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form SB-2 of our
report dated March 28, 2000 relating to the financial statements of
Dimgroup.com Inc. as of December 31, 1999.
/s/ Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Certified Public Accountants
May 23, 2000
Denver, Colorado
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form SB-2 of our
report dated April 18, 1999 relating to the financial statements of MAS
Acquisition VII Corp. as of March 31, 1999.
/s/ Tubbs & Bartnick, P.A.
Tubbs & Bartnick, P.A.
Certified Public Accountants
May 23, 2000
Boca Raton, Florida
<PAGE>
EXHIBIT 23.1
COSENT OF COUNSEL
The undersigned consents to the use of this letter in the corporation's
Form SB-2 Registration Statement of Dimgroup.com, Inc. common shares.
Date: May 18, 2000
-------------
/s/ Charlotte M. Liebig
- -----------------------
Charlotte M. Liebig
<PAGE>
