DIAS Holding, Inc.(fka DSHL)

[rheddle]

** DD Summary - 10K - filed 4.21.09 ** It's wordy (but not as long as the 10K) and you just have to read this if you don't have time for the full 10K (which you should read in its' entirety anyway IMO - I do).

Some useful excerpts from the annual report:

"DIAS Holding, Inc. (hereinafter “Company”) is headquartered in Allen Park, Michigan. The Company began in 1997 as Asia Forging Supply Company (hereinafter “AFS”), a Taiwan corporation, and completed re-domicile as a U.S. company in December 2005 as Componus, Inc. (hereinafter “Componus”)"

In March 2008, JPC Capital Partners, Inc., (OTC BB: JPCI.OB) a licensed broker-dealer based in Atlanta, Georgia, announced a stock purchase agreement and share exchange with Componus. The Agreement provided for the acquisition of Componus whereby Componus became a wholly owned subsidiary of the Company. In connection with acquisition of Componus, the Company issued 89,000,000 total shares of common stock, representing and equating to approximately 87.25% of the total issued and outstanding common stock of the Company. The shares were issued in exchange for all of the issued and outstanding shares of Componus"In March 2008, JPC Capital Partners, Inc., (OTC BB: JPCI.OB) a licensed broker-dealer based in Atlanta, Georgia, announced a stock purchase agreement and share exchange with Componus. The Agreement provided for the acquisition of Componus whereby Componus became a wholly owned subsidiary of the Company. In connection with acquisition of Componus, the Company issued 89,000,000 total shares of common stock, representing and equating to approximately 87.25% of the total issued and outstanding common stock of the Company. The shares were issued in exchange for all of the issued and outstanding shares of Componus"

rheddle - The JPC boys resigned and the Taiwanese took over via RM.

"Currently, the Company is organized into two distinct operations. One is a production sourcing business (AFS), the other a year-round exhibition business (DIAS). "

"Profit margins are generated from the difference between customer accepted price and contracted manufacturer’s cost on a per part basis"

"The DIAS facility has the capacity to expand in excess of 300,000 square feet as more exhibitors subscribe to lease showroom space. DIAS receives revenues from 1) annual subscriptions for year-round exhibit booth displays by a subscriber, 2) catalog libraries of a subscriber, 3) sales support of subscriber’s products on a commission basis."

"Its major product lines are chassis parts, transmission parts, power train, suspension, and brake systems."

"The currently leased showcase facility in Allen Park is centrally located near the “Big 3” American automotive OEMs "

"According to Chinese auto industry sources, the automotive parts and accessories output is approximately 50% as large as the automotive production sector. Through its relationships, the Company is working with the growing number of companies who are approved for export, and need exposure to the North American market via DIAS for production opportunities, from build-to-print to original design and manufacturing."

"DIAS derives a significant portion of its revenues from annual subscriptions paid by exhibiting suppliers. "

"As December, 31, 2008 and 2007 basic and diluted loss per share was the same as there were no outstanding instruments having a dilutive effect."

"The Company is subject to US federal and state income tax. The subsidiary is subject to tax and file income tax returns in Taiwan. The statutory tax rate in effect for the year ended December, 31, 2008 is 25%"

" As of December, 31, 2008 and 2007, advances from stockholders totalled $173,983 and $38,602, respectively.
The Corporation provided no collateral to the related party for the above loan which is non-interest bearing. "

"On July 30, 2008, at a meeting of the shareholders of the Company:
a. Increased the number of authorized common shares from 95 million to 250 million;

b. Effected a 2 for 1 reverse stock split on issued and outstanding common shares;

For the directors, you need to do your own DD because "Guanxi" (look that up on the internet) would take too long to explain. Take a close look in the following at how long the two directors were at Asia Forging Supply Co., Ltd. Mr. Hung was the founder and he appears to have taken his CFO, Mrs. Wang, with him.

The link below is to Asia Forging Supply Co.:
http://web.asiaforging.com/

Take a look at the full profile in the 10K for the third director listed:

" Cliff Nakayama ( Age 55)
Mr. Cliff Nakayama served Componus as its CEO from December 2005 until October, 2006 and as a Director since December, 2005. Mr. Nakayama is a Managing Director of Mostwell International LLC and is a contributing member of the

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Table of Contents

Silicon Valley Chapter of the Association for Corporate Growth, Asian American Multi-Technology Association, Chinese-American Semiconductor Professional Association, the Japan-America Society and the Society of Automotive Engineers. Mr. Nakayama is a graduate of the U.S. Military Academy at West Point, New York and earned his MBA from the Pepperdine University. "

Total assets
$ (2008)10,230,137
$ (2007) 10,185,869

Total liabilities
2008 - $8,688,825
2007 - $8,341,562
(increase of 500'ish thousand attributable to an increase in short term loans)

Sales
2008 - $14.5 million
2007 - $14.5 million

Pretty good to be on similar footing in 2008, despite a rotten global downturn in auto sales. See PR at the end of April for further explanation:
http://pinksheets.com/pink/quote/quote.jsp?symbol=dshl#getNews

"As of March 31, 2009 the registrant had 102,000,000 shares of common stock outstanding."

No warrants or debentures outstanding per 10K

Financing - nothing listed in 10K

I think that covers the most important points, but feel free to add anything.

R