Securities registered under Section 12(b) of the Act: None

     Securities registered under Section 12(g) of the Act:

               Common Stock, $.001 par value per share
                           (Title or class)

     Indicate by check mark whether the Registrant (1) has filed all reports
     required to be filed by Section 13 or 15(D) of the securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     Registrant was required to file such reports), and  (2) has been subject to
     such filing requirements for the past 90 days.	YES [x]   NO [ ]

     As of March 28, 2001, the Registrant has outstanding 16,714,600 shares
     of Common Stock.




				         Table of Contents
						Part I

Item 1	Business

Item 2	Properties

Item 3	Legal Proceedings

Item 4	Submission of Matters to a Vote of Security Holders

						Part II

Item 5	Market for Company's Common Equity and Related
            Stockholder Matters

Item 6	Selected Consolidated Financial Data

Item 7	Management Discussion and Analysis of Financial Conditions and
		Results of Operations

Item 8	Financial Statements and Supplemental Data

Item 9	Changes in and Disagreements with Accountants on Accounting and
		Financial Disclosure

						Part III

Item 10	Directors and Executive Officers

Item 11	Executive Compensation

Item 12	Security Ownership of Certain Beneficial Owners and Management

Item 13	Certain Relations and Related Transactions

						Part IV

Item 14	Exhibits, Financial Statement Schedules, and Reports on Form 8-K






				Part I



FORWARD-LOOKING STATEMENTS: This annual report contains
forward-looking statements that involve risks and uncertainties
that could cause actual results to differ materially from
estimates.  The risks and uncertainties associated with
forward-looking statements include, among other things,
significant changes in general economic conditions, both
domestic and international; the impact of market conditions;
changes in interest rates; the impact of interest rates and
market conditions on loans, deposits and debt; changes in our
tax liability and rates; decline in value in our capital
investments, and our ability and resources
to execute our business strategies and manage risks associated
with potential expansion plans or business initiatives.



Item 1.	Business

On August 11, 1999, Dimgroup, Inc. entered into a Stock
Exchange Agreement (the "Agreement") with MAS Acquisition VII
Corp. ("MAS"). As result of the Agreement between Dimgroup,
Inc. and MAS, Dimgroup, Inc has merged into MAS and changed
its name to Dimgroup.com Inc. {"Dimgroup").

Dimgroup is a technology company that develops Internet software
and publishes financial data. Dimgroup operates two divisions :
A Business to Business Division that provides Financial Data to
Websites and Brokerage Firms and a Business to Consumer Division
that operates a financial network.

Dimgroup's core asset is a database of over 2700 Over the Counter
Bulletin Board (OTC-BB)listed companies.  The database contains
28 distinct data fields per company including Financial
Information/Ratios, Share Information, Company Information and a
detailed business description for each company. A variety of
search tools enable flexible data retrieval and company comparisons.

Proprietary Dimgroup software such as filters, spiders, database
templates, Message Board Software and Search tools are used to
develop and update original content. Dimgroup can provide data to
its clients in a variety of formats including XML.

Dimgroup offers comprehensive solutions for businesses seeking to add
financial content to their web sites. Dimgroup's services create an
online environment that would allows our clients' users to easily
analyze and manage their holdings using detailed financial
information and advanced Internet technologies.

In recent years, there has been a dramatic increase in the use of
online financial information services and trading. Investors are
increasingly looking to the Internet for information about their
financial assets. According to Forrester Research Inc., in 1999
there were 5.7 million households using the Internet to execute
financial transactions and obtain financial information. Forrester
Research predicts that this number will increase to 21 million
households by 2003, a number that would represent nearly 53% of
U.S. households.

Many investors are using this information to manage their financial
assets more actively. Moreover, instead of resorting to a broker or
other financial intermediary, individual investors now have access to
online trading services that allow them to rapidly execute their own
transactions at a lower cost than that previously charged. Forrester
Research has projected that online investment accounts in the U.S.
will grow from $374 billion of assets in 5.4 million online accounts
in 1999 to $3.1 trillion of assets in 20.4 million online accounts
by 2003.

As a result of these developments, many companies that have an
Internet presence, including web portals and media companies,
have developed or are developing financial market content for their
web sites in an effort to enhance their attractiveness to Internet
users and to assist in user retention.  The quality and breadth of
financial information offered is rapidly becoming a differentiator
among financial services providers. Our objective is to be the
leading business-to-business provider of online market analysis
tools and financial information. Key elements of our strategy
include:

- INCREASE CLIENT BASE. We intend to expand our sales force
to target businesses in industries that require robust online
market analysis tools and financial information on their web sites.

- INCREASE NUMBER OF PRODUCTS AVAILABLE. We intend to expand our
product offerings to include other equity markets in North America
and Europe. This will allow us to better serve the online financial
information needs of our clients and their users.

- USING TECHNOLOGY TO LEVERAGE OUR GROWTH. We intend to develop and
market innovative products and services to attract and retain clients.

- PURSUE STRATEGIC ALLIANCES OR ACQUISITIONS.  We intend to seek
strategic alliances which would complement our products or services
or to give us access to new markets.



PRODUCTS AND SERVICES

We provide high-quality, cost-effective and useful products and
services that are essential to online investors. We also provide
search and sort tools that make our information more accessible
and valuable. Users can search our database by company name, stock
exchange ticker symbol, industry or state. During the past year we
relaunched our web site and added many tools which enhance our database.



The web site is broken down into several sections:

1)OTC Section: Our OTC-BB database and associated tools are
located in this section.  In addition, we maintain an OTC-BB
Resources section which contains OTC-BB research and news
including NASDAQ listing requirements and new 10sb filings
submitted by companies wanting to trade on the OTC-BB. This
section also contains the message board system we introduced
in the year 2000. A message board was created for each
company listed in our database.

2)Trader News: Provides investors with up to date information
on the OTC-BB including Gainers, Losers, Volume Leaders, New
Additions to the OTC-BB and Recent Splits and Changes.

3)Nasdaq: This section contains information on Upcoming IPO's,
 Nasdaq Short Positions, Technical Analysis, Trading Articles
 and a summary of the Dimgroup Weekly Newsletter.

4)Stock Tools: Contains valuable calculators investors may use to
assist in making decisions.

5)Stock Humor: A popular section which contains humerous stock
stories and financial jokes.

SALES & MARKETING
Business Model

We use our proprietary database combined with tools and technology
to attract users which in turn help generate advertising revenues. We
also license certain content and tools to third parties to generate
licensing revenues.

ADVERTISING

We offer a variety of advertising options that may be purchased
individually or in packages. We offer banners and button
advertisements on our site, which can be rotated on a run-of-site
basis or targeted to a particular audience. Run-of-site
advertisements appeal to advertisers seeking general brand
recognition. Banners and buttons are generally sold under short-
term insertion orders based on a price per thousand impressions
served.

LICENSING

We license our database and certain tools to third parties for
redistribution. We provide our customers with either a customized
data feed of our proprietary company information, or a co-branded
set of Web pages designed for the customer. License fees are based
upon variables, such as the amount of information, the  number of
tools and number of pageviews. The minimum term for our licensing
agreements is one year.

COMPETITION

Many Web sites compete for the attention and spending of online
users and advertisers, particularly in the financial information
area. We expect this competition to continue to increase. We
compete for visitors, advertisers and content providers with many
types of companies, such as:

- providers of company information, such as Dun & Bradstreet,
  MarketGuide (a division of Multex) and Standard & Poor's; and
- Web-based financial information providers, such as Yahoo! and
  CBS Marketwatch.

 Our ability to compete depends on many factors, including:

- the originality, timeliness, comprehensiveness and
  trustworthiness of our content and that of our competitors;
- the cost of our services compared to our competitors;
- the ease of use of services developed either by us or our
  competitors;
- the usefulness of our tools;
- the attractiveness of the demographic characteristics of our
  audience; and
- the effectiveness of our sales and marketing efforts.

CUSTOMER SERVICE & SUPPORT

We provide customer service and support in response to inquiries
from customers, who contact us primarily by e-mail and phone.
The customer support staff is available by phone and e-mail and
generally responds to all e-mail inquiries within 24 hours. We
provide a toll-free telephone line for customer orders. We believe
that providing a high level of customer support free of charge is
necessary to retain our current customers and to acquire new ones.

WEB SITE TECHNOLOGY AND OPERATIONS

We are currently running our service on Linux enterprise-class
servers with database back ends. We use custom CGIs for
performing searches on the Web site. Our procedures include daily
tape back-ups for all systems. Dimgroup is hosted by Verio, Inc.
who provides comprehensive technical facilities management,
including continuous monitoring services, uninterrupted power
supply, a generator, security, and protection from disaster.

GOVERNMENT  REGULATION.

There  are  currently few laws or regulations that specifically
regulate  communications or commerce on the Web. However,
laws and regulations  may  be adopted  in  the  future
that address issues such as user privacy,  pricing, and the
characteristics and quality of products and services. It  may
take  years  to determine the extent to which existing laws
relating to issues  such as property ownership, libel and
personal privacy are applicable to the  Web. Any new laws or
regulations relating to the Web could adversely affect the
Company's  business.


FACTORS THAT MAY AFFECT FUTURE RESULTS

In addition to the other information in this Form 10-K,
the following factors should be considered in evaluating
our company and our business.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES.

We have incurred a net loss for each fiscal year since
our inception, including a net loss of $221,866 for
the year ended December 31, 2000.  We expect operating
losses and negative cash flow to carry on as we continue to
incur significant operating expenses and to make investments
to enhance Dimgroup.com.


OUR BUSINESS IS SUBJECT TO QUARTERLY FLUCTUATIONS IN OPERATING
RESULTS THAT MAY NEGATIVELY IMPACT THE PRICE OF OUR STOCK.

Our quarterly operating results may fluctuate significantly
in the future due to a variety of factors. These include the
following factors, which are generally outside of our control:
 - seasonal trends relating to usage of our services;
 - seasonal trends relating to Internet advertising spending;
 - the extent to which we experience increased competition in
   the markets for Internet services and advertising; and
 - economic conditions specific to the Internet,
 as well as general economic and market conditions. Other
factors that could cause our quarterly operating results to
fluctuate significantly, which are at least partially under
 our control, include:
 - the timing and effectiveness of our marketing efforts to
   acquire users and clients;
 - the timing and effectiveness of any co-branding and traffic
   generating arrangements or other strategic alliances into
   which we enter; and
 - changes in our operating expenses.

In addition, our operating expenses are based on our
expectations of our future revenues, some of which are
relatively fixed in the short term. We may be unable
to reduce our expenses quickly enough to offset any
unexpected revenue shortfall, which could have a material
adverse effect on our business, operating results and
financial condition.


RAPID GROWTH IN OUR FUTURE OPERATIONS COULD CONTINUE
TO STRAIN OUR MANAGERIAL, OPERATIONAL AND FINANCIAL RESOURCES.

We have experienced rapid growth in our operations. We believe
that we will need to continue to expand our business and
operations in order to support our growing business, and we
expect that the number of our employees will continue to
increase for the foreseeable future. This rapid growth has
placed, and any additional growth will continue to place,
a significant strain on our managerial, operational and
financial resources. As a result, we will need to continue to
improve our operational and financial systems and managerial
controls and procedures. Our future success will also depend
on our ability to expand, train and manage our workforce,
in particular our sales and marketing staff. We will also
have to maintain close coordination among our technical,
accounting, finance, marketing, sales and editorial personnel.
If we are unable to accomplish any of these objectives, our
business, operating results and financial condition could be
materially adversely affected.

EXPANSION INTO NON-U.S. MARKETS MAY BE DIFFICULT.

The growth of the Internet outside of the United States may
not progress or may not be adopted by people outside
of the United States. The impact of language and other cultural
differences could result in a product offering that is not
accepted and may not be financially successful. These difficulties
may be heightened by differing regulatory schemes affecting the
Internet in these countries. Strategic relationships may be
necessary to facilitate this expansion and our business may
be adversely affected if we fail to gain new or effective
relationships in this area.

WE MAY EXPERIENCE CAPACITY CONSTRAINTS OR SYSTEM FAILURES
THAT COULD DAMAGE OUR BUSINESS.

If our systems cannot be expanded to cope with increased
demand or fail to perform effectively, we could experience:
- disruptions in service;
- slower response times;
- reduced customer satisfaction;
- delays in the introduction of new products and services; or
- vulnerability to attacks (including denial of service attacks)
  by third parties;
  any of which could impair our reputation, damage the Dimgroup
brand and materially adversely affect our business, operating
results and financial condition. Our ability to provide high-
quality customer service also depends on the efficient and
uninterrupted operation of our computer and communications
hardware systems. We have also experienced minor interruptions
due to software bugs, upgrades and hosting facility connectivity
failures. Our systems and operations also 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. We currently do
not have complete redundancy and we do not have alternative providers
of hosting services that are available on short-term notice. We plan
to develop a formal disaster recovery plan. We cannot assure you that
any plan we adopt will be sufficient. We may not carry sufficient
business interruption insurance to compensate for losses that could
occur.

WE MAY BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE CONTENT
WE PUBLISH

We may be subject to claims for defamation, negligence, or
copyright or trademark infringement based on other theories
relating to the information we publish on our Web site, on
the Web sites of others with whom we license or co-brand our
products. These types of claims have been brought, sometimes
successfully, against online services, as well as other print
publications in the past. Due to the global nature of the
Internet, we may be subject to such claims asserted under
the laws of foreign countries, which may differ substantially
from U.S. laws. We could also be subject to claims based upon
the content that is accessible from Dimgroup through links to
other Web sites. Our insurance may not adequately protect us
against these types of claims.

THE LOSS OF ANY OF OUR KEY PERSONNEL OR OUR FAILURE TO ATTRACT
ADDITIONAL PERSONNEL COULD HAVE A MATERIAL AND ADVERSE EFFECT
ON OUR BUSINESS.

Our future success will depend, in substantial part, on the
continued service of our senior management, particularly
Marc Cianfarani, our Chairman of the Board, President and
Chief Executive Officer. None of our senior management has
entered into an employment agreement with us. We do not maintain
key-person life insurance on any of our employees. The loss
of one or more of our key personnel could have a material
adverse effect on our business, operating results and financial
condition. Our future success will also depend on our continuing
ability to attract, retain and motivate highly qualified technical,
customer support, financial, accounting and managerial personnel.
Competition for such personnel is intense, and we cannot assure
you that we will be able to retain our key personnel or that we
will be able to attract, assimilate or retain other highly
qualified personnel in the future.

OUR COMMON STOCK PRICE IS VOLATILE AND COULD FLUCTUATE
SIGNIFICANTLY.

The trading price of our stock has been and may continue to
be subject to wide fluctuations. Our stock price may fluctuate
in response to a number of events and factors, such as
quarterly variations in operating results; announcements of
new products, technology or strategic relationships by us or
our competitors; changes in financial estimates and
recommendations by securities analysts; the operating and
stock price performance of other companies that investors may
deem comparable; and news reports relating to trends in our
markets. In addition, the stock markets in general, and the
market prices for Internet-related companies in particular,
have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely
affect the price of our common stock, regardless of our
operating performance.

WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT
OPERATION OF THE INTERNET.

The Internet-based information market is rapidly evolving.
Our business would be materially adversely affected if
Internet usage does not continue to grow or grows more
slowly than anticipated.  Internet usage may be inhibited
for a number of reasons, including:
- inadequate network infrastructure;
- security concerns;
- inconsistent quality of service; and
- unavailability of cost-effective, high-speed access to the
  Internet.
Our audience depends 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
failure unrelated to our systems. These occurrences could
cause our visitors to perceive the Internet in general or our
Web site in particular as unreliable and, therefore,
cause them to use other media to obtain their company and
business information. We also depend on third-party 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, operating results
and financial condition.

WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE ONLINE
INFORMATION SERVICES MARKET.

The market for our online business information services
is rapidly evolving and is characterized by an increasing
number of market entrants. As is typical of a rapidly
evolving industry, demand and market acceptance for
recently introduced services are subject to a high level
of uncertainty and risk. Because of these factors, it is
difficult to predict the future growth rate, if any, and
size of this market. We cannot assure you that the market
for our online business information services will continue
to develop. If the use of online business information
services fails to continue to grow, our ability to establish
other online services would be materially and adversely
affected. In addition, our business strategy includes
extending our online business information services model
to additional segments of business information. We cannot
assure you that we will be successful in our efforts.

IF WE CANNOT KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGY
AND THE DEMANDS OF OUR CUSTOMERS, WE MAY BE UNABLE TO
ENHANCE OUR EXISTING SERVICES OR INTRODUCE NEW SERVICES.

The market in which we operate is characterized by rapidly
changing technology; evolving industry standards; frequent
new service announcements, introductions and enhancements;
and evolving customer demands. The emerging nature of the
Internet and the electronic distribution of business
information, including distribution through wireless
channels and products, exacerbate these market characteristics.
Accordingly, our future success will depend on our ability to
adapt to rapidly changing technologies and industry standards,
and our ability to continually improve the performance,
features and reliability of our services in response to both
evolving customer demands and competitive service offerings.
Our inability to adapt successfully to these changes in a
timely manner could have a material and adverse effect on our
business, operating results and financial condition. Furthermore,
we may experience difficulties that could delay or prevent the
successful design, development, testing, introduction or
marketing of new services. Any enhancements to existing services
may not adequately meet the requirements of our current and
prospective customers or achieve any degree of significant market
acceptance. If we are unable, for technological or other reasons,
to develop and introduce new services or enhancements to existing
services in a timely manner or in response to changing market
conditions or customer requirements, or if our services or
enhancements contain defects or do not achieve a significant degree
of market acceptance, our business, results of operations and
financial condition would be materially adversely affected.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION
AND LEGAL UNCERTAINTIES.

The laws governing the Internet remain largely unsettled, even
in areas where there has been some legislative action. It may
take years to determine whether and how existing laws, including
those governing intellectual property, privacy, libel and taxation,
apply to the Internet generally and the electronic distribution
of business information in particular. Legislation could reduce
the growth in the use of the Internet generally and decrease the
acceptance of the Internet as a communications and commercial
medium, which could have a materially adverse effect on our business,
operating results and financial condition. In addition, the growing
popularity and use of the Internet has burdened the existing
telecommunications infrastructure and many areas with high Internet
usage have begun to experience interruptions in phone service.
As a result, some local telephone carriers have petitioned
governmental agencies to regulate Internet service providers
and online service providers in a manner similar to long-distance
telephone carriers and to impose access fees on Internet service
providers and online service providers. If any of these petitions
or the relief that they seek is granted, the costs of communicating
on the Internet could increase substantially, potentially adversely
affecting the growth of the Internet. Further, due to the global
nature of the Internet, it is possible that governments of other
states, the United States or foreign countries might attempt to
regulate our service or levy sales or other taxes on our activities.


Item 2.	Properties


The Company presently leases office space at 555 Burnhamthorpe
Road, Suite 304, Toronto, Ontario Canada, M9C-2Y3.  The term of
the lease is for one year commencing in October 2000 and the
monthly rental payment is $965.14 payable in Canadian funds.


Item 3. 	Legal Proceedings

There are no material pending legal proceedings,
other than ordinary legal matters incidental to the Company's
business, to which the Company is a party or in which any of
the Company's property is the subject.

Item 4.	Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended December 31, 1999.



				Part II

Item 5.	Market for Registrant's Common Equity and Related
		Stockholder Matters

The Company's Common Stock $0.001 par value (Common Stock) is
traded on OTC:BB under the symbol "DGRP". The following chart
sets forth the high and low closing price for the Common Stock
during the indicated periods.
					High	 Low
3-rd Quarter 2000			1.00	 0.1562
4-th Quarter 2000 		0.375	 0.0938

The Company's stock started to trade on OTCBB on August 9, 2000.
The foregoing quotations represent prices between dealers and do
not include retail mark up, mark down, or commission and may not
necessarily represent actual transactions. As of December 31,
2000 the Common Stock was held of record by approximate 177
persons and entities including significant amounts of stock held
in "street name".



Item 6.	Selected Financial Data

	Please see Exhibit A.  The financial statements  listed
therein, attached hereto and filed herewith are incorporated
herein by this reference as though fully set forth herein.


Item 7.	Management's Discussion and Analysis of Financial
		Condition and Results of Operations

In addition to historical information, the following discussion
and analysis of management contains forward-looking statements.
These forward-looking statements involve risks, uncertainties
and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a
result of many factors, including but not limited to, those
discussed below and in the sections in this Annual Report on
"Risk Factors". Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. Dimgroup.com
Inc. undertakes no obligation to revise or publicly release the
results of any revision to these forward-looking statements.
Readers should carefully review the risk factors described in
this document as well as in other documents the Company files
from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-Q to be filed by the
Company in fiscal year 2001.

GENERAL

   Dimgroup is a technology company that develops Internet software
and publishes financial data. Dimgroup operates two divisions :
A Business to Business Division that provides Financial Data to
Websites and Brokerage Firms and a Business to Consumer Division
that operates a financial network.  The Company recently announced it
has entered the Business-to-Business ("B2B") market as a financial
data publisher. Dimgroup builds and maintains databases of fundamental
information on U.S. OTC-BB publicly-traded companies. Its databases
contain annual and quarterly financial information, Market Cap
Information, financial ratios including Earnings Per Share, Price
Earnings Ratio, Book Value per share and Cash per Share. The database
also includes Shares Outstanding, current asset information, General
Company Data: street address, telephone, web site, industry group
membership and a detailed business description.

At the present time, the Company issues newsletters weekly to
subscribers, which provide them with an overview of the past
week's market movement and trends. The web site was relaunched
on June 26, 2000 and is broken down into several sections:


1)OTC Section: Our OTC-BB database and associated tools are
located in this section.  In addition, we maintain an OTC-BB
Resources section which contains OTC-BB research and news
including NASDAQ listing requirements and new 10sb filings
submitted by companies wanting to trade on the OTC-BB. This
section also contains the message board system we introduced
in the year 2000. A message board was created for each
company listed in our database.

2)Trader News: Provides investors with up to date information
on the OTC-BB including Gainers, Losers, Volume Leaders, New
Additions to the OTC-BB and Recent Splits and Changes.

3)Nasdaq: This section contains information on Upcoming IPO's,
 Nasdaq Short Positions, Technical Analysis, Trading Articles
 and a summary of the Dimgroup Weekly Newsletter.

4)Stock Tools: Contains valuable calculators investors may use to
assist in making decisions.

5)Stock Humor: A popular section which contains humerous stock
stories and financial jokes.

RESULTS OF OPERATIONS

 In November of 2000 we began generating revenue from our
B2B database licensing. Revenues for 2000 were $3700.00
compared to zero for 1999.

     The company began marketing its database licensing at
end of 2000, therefore, trying to compare or forecast revenues
at such an early stage makes it difficult and would not hold
much value.

     Its operating expenses are mainly attributable to
transfer agent fees, office lease and expenses, telephone
and Internet server.  Compared to the previous quarter
results the Company has maintained similar operating expenses
but it can be expected that future-operating expenses may rise
with the purchase of new equipment and the need to upgrade
our technology.   Noting this, the Company expects to have
Operating losses continue in the near future.

FUTURE OUTLOOK

     The Company began licensing its proprietary database at the
end of 2000 and will continue its marketing campaign in 2001. It
expects to secure new clients throughout 2001 and may have to
upgrade its servers and hire more staff should its client base
grow significantly.

     Over 2500 Message Boards are being tested by the company who
will announce their impending launch by the beginning of 2001.



LIQUIDITY AND CAPITAL RESOURCES

     The Company expects to raise funds via private placements
in 2001.  At the present time the company believes that its
existing corporate resources are adequate for at least the next
twelve months to meet working capital needs and to fund corporate
requirements.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1.  Financial Statements.

The information required by this Item is filed as an Exhibit
to this Form 10-KSB.


Item 9.	Changes in and Disagreements With Accountants on
		Accounting and Financial Disclosure


None.


				Part III


Item 10.	Directors and Executive Officers of the Registrant



  The following persons are the Directors and Executive
Officers of the Company after the merger:


Name             Age              Position(s)
- -------------  ---    -----------------------------------

Marc Cianfarani  33   Chairman of the Board, President & CEO

Nick Montesano   31   Chief Operating Officer and Director

Berto Napoleone  29   Executive V.P. and Director



MARC CIANFARANI

  Marc Cianfarani is one of the founders of Dimgroup.com and
has been Chairman of the Board of Directors, President and
CEO since March 1998. As President and CEO of Dimgroup, Marc
is responsible for program and product development, along
with systems and network management. Marc was co-founder and
director of CMN Consultants, an advocacy firm formed to
resolve workplace accident disputes from 1993 to 1998. Marc
successfully completed the Canadian Securities Course in
1989 and received an Honors degree in Economics from York
University in 1990.



NICK MONTESANO

Nick Montesano is one of the founders of Dimgroup.com and
has been Chief Operating Officer and Director since April
1999. Nick is responsible for Dimgroup's business strategy
and development. He will look to create strategic
relationships in the online finance sector and has played
a key role in the development of Dimgroup's B2B database
licensing products. Nick was co-founder and director of CMN
Consultants, an advocacy firm formed to resolve workplace
accident disputes from 1993 to 1999. At CMN, Nick was
responsible for business development including sales and
marketing. He was successful in assembling a sales team and
implementing a marketing strategy which made CMN a leader
in its field.

BERTO NAPOLEONE

Berto Napoleone is one of the founders of Dimgroup.com and
has been Executive Vice-President and Director since April
1999. At Dimgroup, Berto is responsible for the day to day
maintenance of the database. This includes implementing daily
changes, updating financial profiles and quality control.
Berto was co-founder and director of CMN Consultants, an
advocacy firm formed to resolve workplace accident disputes
from 1993 to 1999. Berto 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.



Item 11.	Executive Compensation

  The Company 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:



Name and Principal Position               Annual Salary
- ------------------------------------      -------------
[S]                                       [C]

Marc Cianfarani                           US$60,000

Nick Montesano                            US$60,000

Berto Napoleone                           US$60,000



Item 12.	Security Ownership of Certain Beneficial
	      Owners and Management




Name and Address           Number of Shares
of Beneficial Owner          Beneficially        Percent of
					  Owned		   Class
- ----------------------  -------------------- --------------

Marc Cianfarani (1)(4)       5,106,880              31.0%
Chairman of the Board,
President and CEO

Nick Montesano (2)(4)        5,066,880              30.0%
Chief Operating Officer
and Director

Berto Napoleone (3)(4)       5,066,880              30.0%
Executive V.P. and
Director

Aaron Tsai (5)                 712,360               4.3%

All Officers and Directors  15,240,640              91.0%
(3 persons)
___________________________




(1) Includes a) 50,000 shares held by Maria Cianfarani,
mother of Marc Cianfarani, b) 50,000 shares held by Rob
Cianfarani, brother of Marc Cianfarani, c) 50,000 shares held
by Anthony Pizzonia, brother-in-law of Marc Cianfarani,
d) 50,000 shares held by Charlie Gallo, brother-in-law of
Marc Cianfarani, e) 50,000 shares held by Angelo Gallo, father-
in-law of Marc Cianfarani and f) 400,000 shares held by Grace
Cianfarani, wife of Marc Cianfarani.

(2) Includes a) 400,000 shares held by Jennifer Montesano,
wife of Nick Montesano, b) 50,000 shares held by Antonietta
Montesano, mother of Nick Montesano, c) 50,000 shares held
by Robert Montesano, brother of Nick Montesano, d) 50,000
shares to Lisa Montesano, sister of Nick Montesano, e) 50,000
shares held by Norma Giacco, mother-in-law of Nick Montesano,
f) 50,000 shares held by Mark Giacco, brother-in-law of Nick
Montesano and g) 50,000 shares held by Richard Giacco,
brother in law of Nick Montesano.

(3) Includes a) 150,000 shares held by Sandra Napoleone,
wife of Berto Napoleone, b) 50,000 shares held by Elia
Napoleone, mother of Berto Napoleone, c) 50,000 shares held
by David Napoleone, brother of Berto Napoleone, d) 50,000
shares held by Loreta Dirauso, sister of Berto Napoleone,
e) 50,000 shares held by Connie Galdame, sister of Berto
Napoleone, f) 50,000 shares held by Angela Mendolia,
mother-in-law of Berto Napoleone and g) 150,000 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) Mr. Aaron Tsai is the former President of MAS
Acquisition VII, Inc. Mr. Tsai's address is c/o MAS Financial
Corp., 1710 E. Division St., Evansville, IN 47711

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

Item 14. EXHIBITS, FINANICAL STATEMENT SCHEDULES AND REPORTS
         ON 8-K





     		DIMGROUP.COM, INC
     	   (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED BALANCE SHEET
                DECEMBER 31, 2000

<TABLE>
<CAPTION>

<S>

ASSETS							     <C>

CURRENT ASSETS
  Cash                 						$11,060
      Total current assets             	      	 11,060

PROPERTY AND EQUIPMENT, NET				        2,322

		 					            $13,382

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accrued expenses - officers		      	     $125,615
  Loans payable - officers				        6,289
      Total current liabilities                 	131,904


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, 16,714,500 shares
   issued and outstanding 			             16,715
  Paid in capital		 			            226,128
  Deficit accumulated during the development stage   (352,798)
  Accumulated other comprehensive income:
    Currency translation adjustment		             (8,567)
      Total stockholders' (deficit)		           (118,522)

		 					            $13,382


</TABLE>




Read the accompanying notes to the Financial statements.


	      	DIMGROUP.COM, INC
	 (A DEVELOPMENT STAGE COMPANY)
     CONSOLIDATED STATEMENTS OF OPERATIONS
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 1999,
     THE YEAR ENDED DECEMBER 31, 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

				 	    	   Inception to 		 Year Ended 	 Inception to
	 			 	    	    December 31, 		 December 31, 	 December 31,
				   			  1999 		    2000 	           2000
<S>						     <C>			  <C>               <C>
REVENUE
   Net sales			    			$-   	           $3,700 	      $3,700

OPERATING COSTS AND EXPENSES
   General and administrative     		 125,998 		    213,126            339,124
   Depreciation and amortization               569                1,166              1,735
			       	  		 126,567 		    214,292 	     340,859
OTHER EXPENSES
   Interest expense	                     4,365               11,274 		15,639

NET (LOSS)			                  (130,932)      	   (221,866)	    (352,798)

Other comprehensive income:
  Foreign currency translation
  adjustment	 		                 (44)		     (8,523)		(8,567)

COMPREHENSIVE (LOSS)		           $(130,976)		  $(230,389)	   $(361,365)

PER SHARE INFORMATION (basic and fully diluted)

Weighted average common
shares outstanding		          17,039,600 		 16,750,306 	  16,866,024

(Loss) per share		                    $(0.01)		     $(0.01	            $(0.02)



</TABLE>




Read the accompanying notes to the financial statements.


		DIMGROUP.COM, INC.
	(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES OF STOCKHOLDERS' (DEFICIT)
PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

											  Deficit
										      Accumulated								   			       Additional During the Currency
		                            Common Stock     Paid In  Development Translation
                                         Stock   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		          1,703,860     39        -         - 	      -        39
Currency translation adjustment		      - 	 - 	    -  	  -       (44)     (44)
Net (loss) for the period	 		      - 	 -        -  (130,932)	      - (130,932)


BALANCE - DECEMBER 31, 1999	         17,039,500  6,413        -  (130,932)      (44)(124,563)

Cancellation of shares	 		     (460,000)     - 	    - 	  -         -       -
Capital contribution of note payable	      - 	 -   90,300         -         -   90,300
Issuance of shares in settlement of
note payable   					125,000    125  136,005         - 	      -  136,130
Issuance of shares for services	       10,000 	10    9,990         - 	      -   10,000
Reclassification of paid in capital	 	      - 10,167  (10,167)	  -         -       -
Currency translation adjustment 		      - 	 -        -         -    (8,523)  (8,523)
Net (loss) for the period          		      - 	 - 	    -  (221,866)        - (221,866)
	 					  16,714,500 $16,715 $226,128 $(352,798)  $(8,567)(118,522)

</TABLE>



Read the accompanying notes to the financial statements.


DIMGROUP.COM, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 1999,
THE YEAR ENDED DECEMBER 31, 2000 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

 					 			     Inception to   Year Ended   Inception to
				 	                       December 31,   December 31,  December 31,
				 	                          1999 	     2000 	       2000
<S>									<C>           <C>           <C>
Net (loss)							       $(130,932)    $(221,866)    $(352,798)
  Adjustments to reconcile net (loss) to net
   cash (used in) operating activities:
   Depreciation and amortization	 	         		 569	       1,145         1,714
   Operating expenses contributed to capital		     1,158 	           -         1,158
   Consulting fees paid with long-term note payable	    90,300 	           -        90,300
   Common stock issued for services					   -        10,000        10,000
   Exchange rate fluctuations					      (44)	      (8,523)       (8,567)
Changes in assets and liabilities:
    Decrease in other assets						   -   	    21            21
    Increase in accrued expenses - officers		         -       125,615       125,615
    Increase in accounts payable and accrued expenses	     9,345         1,785        11,130
       Total adjustments           				   101,328 	     130,043       231,371
  Net cash (used in) operating activities			   (29,604)      (91,823)     (121,427)

Cash flows from investing activities:
  Acquisition of property and equipment                        -        (1,402)       (1,402)
  Net cash (used in) investing activities				   -        (1,402)       (1,402)

Cash flows from financing activities:
  Proceeds from loans payable 	 			    48,000        82,000       130,000
  Repayment of loans payable	 				    (5,000)	           -        (5,000)
  Proceeds from loans payable - officers		           9,722             -         9,722
  Repayment of loans payable - officers	 	          (3,433)            -        (3,433)
  Common stock issued for cash				       100 		     -           100
  Capital contributions						     2,500	           -         2,500
  Net cash provided by financing activities		    51,889        82,000       133,889

Increase in cash    						    22,285       (11,225)       11,060

Cash -  beginning of period     					   -        22,285             -

Cash - end of period						   $22,285       $11,060       $11,060


Supplemental cash flow information:
   Cash paid for interest	 				       $20            $-           $20
   Cash paid for income taxes						 $-             $-            $-


Non cash investing and financing activities:
   Furniture and equipment contributed to capital	    $2,616            $-        $2,616
   Contribution of note payable to paid in capital		 $- 	     $90,300       $90,300
   Settlement of note payable and accrued interest with
     common stock							       $- 	    $136,130      $136,130

</TABLE>

Read the accompanying notes to the financial statements.


        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, 2000 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, the year ended
December 31, 2000 and the period from inception (April 23, 1999)
to December 31, 2000. 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 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,
2000, and the results of its operations and its cash flows for the
period from inception (April 23, 1999) to December 31, 1999, the year
ended December 31, 2000 and the period from inception (April 23, 1999)
to December 31, 2000 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.


STARK TINTER & ASSOCIATES, LLC
Certified Public Accountants

Denver, Colorado
March 22, 2001


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 losses during
the period ended to December 31, 1999 of $130,932 and during the
year ended December 31, 2000 of $221,866. In addition, the
Company's current liabilities exceed its current assets by
$120,844 at December 31, 2000. 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.

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.

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, 2000. 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.

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.

In December 1999, the Securities and Exchange Commission
released Staff Accounting Bulletin No. 101, Revenue Recognition
in Financial Statements (SAB No. 101), which provides guidance
on the recognition, presentation and disclosure of revenue in
financial statements. SAB No. 101 did not impact the Company's
revenue recognition policies.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	Furniture and office equipment	$       4,018
	Less: accumulated depreciation	        1,696
							$       2,322

Depreciation expense was $551, $1,145 and $1,714  for the
period ended December 31, 1999, the year ended December 31,
2000 and the period from inception to December 31, 2000.

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. During the year ended
December 31, 2000 these entities advanced an additional
$82,000. The advances accrued interest at 10% per annum,
are unsecured and were payable on demand. During the year
ended December 31, 2000 these advances along with $11,130
in accrued interest were converted into 125,000 shares of
the Company's common stock.

Long-term debt

At December 31, 1999 the Company was indebted on a note
payable to a shareholder due in August 2001 in the amount
of $90,300. During 2000 this note was forgiven and
contributed to the capital of the Company.

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 share and per share amounts have
been restated to give effect to this split.

The shareholders of the Company contributed the following
to the capital of the Company during the year ended
December 31, 1999.

	Furniture and office equipment	$      2,616
	Payment of operating expenses	             1,158
	Cash	       					 2,500
						     $       6,274

During the year ended December 31, 2000 the Company issued
10,000 shares of common stock in exchange for services valued
at $10,000 which management believes is the fair value of
the services provided.

During April 2000 460,000 of the shares of common stock
issued pursuant to the recapitalization described in Note
1 were returned to the Company and cancelled.

During August 2000 the Company issued 125,000 shares of
common stock as payment for a note payable (see Note 4).

During April 2000 a note payable by the Company was forgiven
and contributed to the capital of the Company (see Note 8).

NOTE 6 - RELATED PARTY TRANSACTIONS

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 $350,000 which expire in 2019 and
2020. The deferred tax asset related to this carryforward
has been fully reserved.

The provision for income taxes differs from the amount
computed by applying the statutory federal income tax
rate to income before provision for income taxes. The
sources and tax effects of the differences for the periods
presented are as follows:

         Income tax provision at
          the federal statutory rate	  35 %.
         Effect of operating losses	       (35)%
	    				               - %

NOTE 8 - COMMITTMENTS

Operating leases

During September 2000 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. The note was contributed to the capital
of the Company during 2000. In addition, the Company agreed
to pay to MFC an additional $30,000 upon the occurrence of
certain future specified events.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dimgroup.com Inc

Date: April 12, 2001
					By: /s/ Nick Montesano
                                  ----------------------
                                  Chief Operating Officer
					    and Director