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

Dimgroup.com (the "Company") is striving to become a leading
web-based provider of comprehensive, timely, original and
trustworthy financial information aimed at helping investors
make informed decisions. The Company currently has a
community of loyal readers who turn to Dimgroup.com for their
financial and investment information. The Company plans to
grow this community and increase the web-based content in order
to maintain a high level of service for its readers. The site
provides investors with extensive and useful financial
information free of charge. At the present time, the Company
issues newsletters weekly to subscribers, which provide them
with an overview of the past week's market movement and trends.


The web site is broken down into several sections:

1)OTC Section: investors can find information on listing
requirements for companies wanting to apply for Small Cap
Listing, the filing schedule for non reporting companies to
become fully reporting, a complete listing of all OTC stocks,
an address finder and an article from a former market Maker
outlining some of inner workings of OTC MMs. In addition,
dimgroup.com maintains a daily list all the new 10sb filings
submitted by OTC quoted companies to the SEC.

2)Nasdaq Short Positions: Dimgroup.com is one of only a handful
of financial sites that offers a friendly way to search and
retrieve Nasdaq monthly short positions.

3)Tech charts: Free advanced technical charts for most North
American stocks are provided.

4)Premier Articles: A popular section that provides a number
of informative educational essays on advanced topics submitted
by industry professionals and investors. Topics include Market
Maker analysis , Shorting techniques, Stock schemes and more.

 5)IPOs: Extensive IPO information including most recent
filings and pricing. Dimgroup.com is developing a financial
analysis program that will provide free financial analysis.

Dimgroup.com is currently testing an extensive message board
system that will provide thousands of message boards for
stock followers.



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  Companys  business.

COMPETITION.  Competition  amongst companies providing
business and related information  on  the  internet  is
intense  and  may  be expected to intensify. The Company
cannot control the ultimate result of the venture or assure
itself or its investors that the project will be successful.
There  are  many  financial  services  sites  on the internet.
Some provide  primarily  financial data or promote a specific
company while there are other  sites that promote products or
services such as a newsletters, investment software  or  brokerage
services. With the numerous amount of sites available to internet
users, the Company has focussed on providing content for free to
ensure its ability to compete in this market.


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 one year, commencing in October 1999 and the
monthly rental payment is $965.14 payable in Canadian funds.


Item 3. 	Legal Proceedigns

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

At the time of this filing, the Company was not trading.


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


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.

     Its operating expenses are attributable to the completion
of its merger as reported in the 8-K/A filed on November 8,
1999, retaining a transfer agent, the purchase of office
equipment and lease agreements for office space and equipment.
Compared to previous results of operations the Company has
increased its expenses and it can be expected that future
operating expenses will also rise with the purchase of new
equipment and the need to upgrade our technology.   Noting
this, the Company expects to have Operating losses continue
in the near future.

LIQUIDITY AND CAPITAL RESOURCES

     The Company expects to raise funds via private placements
during the first half of 2000.  Capital contribution from
these private placements will be sufficient to meet its
working capital needs at least through the next twelve months.





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


 Please see Exibit B for details on the change of Accountants.


				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  32   Chairman of the Board, President & CEO

Nick Montesano   30   Chief Operating Officer and Director

Berto Napoleone  28   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 Dimgroup.com Inc., 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 clinet's files. Mr. Montesano successfully completed courses
in sales and marketing in 1993, which he used to develop a
client base for CMN Consultants. At Dimgroup.com Inc., his
primary focus is marketing and developing the company's
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 Dimgroup.com
Inc., Mr. Napoleone is responsible for matters pertaining to
corporate governance, contracts, licensing, insurance and
compliance with local, state and federal laws.



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

<TABLE>
<CAPTION>

Name and Address           Number of Shares
of Beneficial Owner          Beneficially        Percent of
					  Owned		   Class
- ----------------------  -------------------- --------------
<S>                        <C>                 <C>
Marc Cianfarani (1)(4)       2,555,940              30.0%
Chairman of the Board,
President and CEO

Nick Montesano (2)(4)        2,555,940              30.0%
Chief Operating Officer
and Director

Berto Napoleone (3)(4)       2,555,940              30.0%
Executive V.P. and
Director

Aaron Tsai (5)                 582,180               6.8%

All Officers and Directors   7,667,820              90.0%
(3 persons)
___________________________

</TABLE>

(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



				Part IV

Item 14. 	Exhibits, Financial Statement Schedules, and
		Reports on Form



			EXHIBIT A

DIMGROUP.COM INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>

<S>                      <C>

ASSETS

CURRENT ASSETS
  Cash                 		$22,285
      Total current assets             		22,285

PROPERTY AND EQUIPMENT, NET		2,065

OTHER ASSETS		21

		$24,371

LIABILITIES AND STOCKHOLDERS' EQUITY

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 EQUITY
  Preferred stock, $.001 par value, 20,000,000
   shares authorized, none issued and outstanding		0
  Common stock, $.001 par value, 80,000,000
   shares authorized, 8,519,800 shares
   issued and outstanding 		6,413
  Additional paid-in capital		0
  Deficit accumulated during the development stage		(130,932)
  Accumulated other comprehensive income:
    Currency translation adjustment		(44)
      Total stockholders' equity		(124,563)

		$24,371





</TABLE>
Read the accompanying notes to the Financial statements.






DIMGROUP.COM INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

<S>                                <C>

OPERATING COSTS AND EXPENSES
   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	8,519,800

(Loss) per share	($0.02)





</TABLE>



Read the accompanying notes to the financial statements.




DIMGROUP.COM INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>


				Deficit Accumulated	Currency
	Common Stock		Additional 	During the	Translation
	Shares	Amount	Paid in Capital	Development Stage	Adjustment	Total

<S>                                    <C>
Shares issued at inception for cash	7,667,820	$100	$0	$0	$0	$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)			0
Acquisition of the net assets of MAS Acquisition Corp. VII	851,980	39				39
Currency translation adjustment					(44)	(44)
Net (loss) for the period	0	0	0	(130,932)	0	(130,932)


BALANCE - DECEMBER 31, 1999	8,519,800	$6,413	$0	($130,932)	($44)	($124,563)

</TABLE>


Read the accompanying notes to the financial statements.
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 (decrease) 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	0

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     	0

CASH - END OF PERIOD	$22,285


Supplemental cash flow information:
   Cash paid for interest	$20
   Cash paid for income taxes	$0.00


Non cash investing and financing activities:
   Furniture and equipment contributed to capital	$2,616


</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, 1999
and the related consolidated statements of operations, changes
 in stockholders' equity 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
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 Companys assets
 is dependent upon the Companys ability to meet its future
 financing requirements, and the success of future operations.
 These factors raise substantial doubt about the Companys
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 28, 2000



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 7,667,820 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 851,980 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 Companys current assets exceed its current liabilities
by $36,349. The Companys 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.

E. 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 Companys 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.
F. 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.

H. 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.

I. 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.

J. Foreign currency translation

The local currency (Canadian Dollar) is the functional
currency for the Companys 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.

K. 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 derivatives 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.

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 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 EQUITY

At inception the Company issued 7,667,820 shares of its
$.001 par value stock to officers and directors for cash
 aggregating $100.

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.










			EXHIBIT B


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report:  March 6, 2000
(Date of earliest event reported)

            DIMGROUP.COM, INC.
(Exact Name of Registrant as specified in its charter)

Indiana
(State or other jurisdiction of incorporation)

                                      0-25879
	                          (Commission File Number)

	                                35-2065469
                             (IRS Employer Identification No.)

555 Burnhamthorpe Road, Suite 304, Toronto, Ontario, Canada M9C-2Y3
  (Address of principal executive offices)               (Zip code)

(416) 626-5346
(Registrant's telephone number, including area code)


Item 4.	CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a) (1)On March 6, 2000, the Registrant changed accountants from
Tubbs & Bartnick, P.A. to Stark Tinter & Associates, LLC:

        (i) 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;

       (ii) The financial statements reported on by Tubbs &
 Bartnick, P.A. were not subject to an adverse or qualified
 opinion, or a disclaimer of opinion during the
period from inception (April 23, 1999) to December 31, 1999 and
the interim period ended March 6, 2000;

	(iii)	The decision to change accountants was approved by the
 Registrant's Board of Directors; and

	(iv) (A)	There were no disagreements related to accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure during the period from inception (April 23, 1999)
to December 31, 1999 and the
interim period ended March 6, 2000.

(B)	Not applicable;

(C)	Not applicable;

(D)	Not applicable; and

(E)	Not applicable.

(2)	On March 6, 2000, the Registrant engaged Stark Tinter &
 Associates, LLC as its independent accountants.

(i)	The Registrant did not consult with Stark Tinter &
 Associates, LLC, its new independent accountants, regarding
any matter 	prior to its engagement, and
(ii)	Not applicable.

(3)	The Registrant has provided to Tubbs & Bartnick, P.A, its
former  accountants, a copy of the disclosures contained in this
Item 4 and the Registrant has requested a letter from Tubbs &
 Bartnick, P.A, addressed to the Commission, confirming the
 statements made by the Registrant in this Item 4.  A copy of
 such letter is attached hereto as Exhibit 16.1.

	(b)	Not applicable.

Item 7.		FINANCIAL STATEMENTS AND EXHIBITS.

	(a)	Not applicable.

	(b)	Not applicable.

	(c)	Exhibits.

	16.1	Letter, dated March 6, 2000, from Tubbs & Bartnick,
	 P.A.
	SIGNATURES


	Pursuant to the requirements of the Securities and Exchange
 Act of 1934,  as amended, the Registrant has duly caused this
 report to be signed on its behalf by the undersigned hereunto
duly authorized.

 Date: ____________________


DIMGROUP, INC.   By: ___________________ Chief Executive Officer


March 6, 2000

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

RE:  Dimgroup, Inc.

Dear Sir/Madam:

Pursuant to the request of the above referenced Company, we
affirm that:

	(1)	We have read the Company's response to Item 4
		of Form 8-K dated
		March 6, 2000; and

	(2)	We agree with the response.

Sincerely,

Tubbs & Bartnick, P.A.


By: ________________________
Print Name: _________________