SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

/X/ Preliminary Information Statement.

/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2).

/ / Definitive Information Statement

Commission File No. 000-30294

DIALOG GROUP, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

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Dialog Group, Inc

----------------------

Notice of Annual Meeting

10:00 O'clock AM, Thursday, May 20, 2003

------------------------------------

Please take notice that the Annual Meeting of the holders of the Common
Stock and the Classes B, B-1, and E Preferred Stock of Dialog Group, Inc, (the
"Company") shall be held at the Offices of the Company 257 Park Avenue South,
New York, New York 10010 at ten o'clock, AM on the 20th day of May 2004 to
consider all of the following:

1. Election of four Directors for a term of one year.

2. Increase of the authorized number of shares of Common Stock to
200,000,000

3. Any other business as may properly come before the meeting.

No proxies will be solicited by the Company's management in connection
with this meeting.

Respectfully submitted,

/s/ Mark Alan Siegel
Secretary of the Company

Dialog Group, Inc.
------------------

INFORMATION STATEMENT
Annual Meeting of Stockholders
to be held May 20th, 2004
-------------------------

This Information Statement is furnished by Dialog Group, Inc. (the "Company") in
connection with the Company's Annual Meeting of Stockholders to be held on May
20, 2004 at 10:00 A.M. at the Company's offices, 257 Park Avenue South (Twelfth
Floor Conference Room), New York, New York. This Information Statement was first
mailed to holders of Classes B, B-1, and E Preferred and Common Stock on or
about May XX, 2004. The mailing address of the Company's executive office is 257
Park Avenue South, New York, NY 10010.

Annual Report

A copy of the Company's Annual Report on Form 10-KSB, including consolidated
financial statements for the Fiscal Year concluded on December 31, 2003 ("FY
2003"), has been mailed to all the Company's stockholders of record with this
Information Statement. The Annual Report is not part of this Information
Statement.

Outstanding Voting Securities and Voting Rights

The Board of Directors fixed the close of business on March 22nd, 2004 as the
record date for determining the stockholders eligible to vote at the meeting. As
of the record date, the Company had outstanding 57,490 shares of its Class B
Preferred Stock, 263,476 shares of its B-1 Preferred Stock, 92.5 shares of its
Class E Preferred Stock and 85,889,846* shares of its Common Stock. The holder
of each share of Class B or B-1 Preferred Stock is entitled to 40 votes per
share with respect to the election of directors and one vote per share on all
other questions. The holder of each share of Class E Preferred Stock is entitled
to 83,333 votes on all questions. The holder of each share of Common Stock is
entitled to one vote per share on all questions.

You may vote your shares either by attending the meeting or submitting a written
consent in lieu of a meeting indicating how you would vote on any question
scheduled to come before the Annual Meeting. The number of shares held by
investors who are present or who have submitted a written consent will determine
the presence of a quorum.

We Are Not Asking You for a Proxy and
You are Requested Not To Send Us a Proxy

- ----------
* Does not include approximately 121,406 shares to which creditors are entitled
under the Plan of Reorganization which have not been claimed.

On the record date, Peter V. DeCrescenzo, President, Chief Executive Officer,
and a Director of the Company, controlled, directly or indirectly, 110,295
shares Class B-1 Preferred Stock, constituting about 42% of the outstanding
Class B-1 Preferred Shares (about 34% of all Class B preferred shares as a
group), 240 shares of the outstanding Class E Preferred Stock, constituting
about 34% of the outstanding Class E Shares, and 18,304,260 shares of Common
Stock, constituting about 21% of the outstanding Common Shares. Mr. DeCrescenzo
has informed the Company that he intends to vote his shares for the election of
the entire slate of directors and in favor of all the other agenda items.

Common Stock Ownership by Directors and Executive Officers

The following table sets forth information, as of March 22, 2004, with respect
to the beneficial ownership of the Company's Common Stock by (a) the present
executive officers and directors and nominees for Director of the Company and
(b) the present directors and officers of the Company as a group.

Unless otherwise noted, the shares are owned directly or indirectly with sole
voting and investment power.

-------------------------------------- ------------------------ -----------

Name and Address of Beneficial Owner Amount and Nature of Percent of
Beneficial Ownership (1) Class(1)
-------------------------------------- ------------------------- ----------
Peter V. DeCrescenzo
257 Park Avenue South 24,716,052(2) 23.3%
New York, NY 10010
--------------------------------------- ------------------------ -------------
Vincent DeCrescenzo
257 Park Avenue South 4,153,455(3) 3.9 %
New York, NY 10010
--------------------------------------- ------------------------ -------------
Adrian Stecyk
17 State Street 5,000(4) * %
New York, New York 10021
--------------------------------------- ------------------------ -------------
Richard P. Kundrat
39 Flaming Arrow Road 211,765(5) *%
Mahwah, New Jersey 07430
--------------------------------------- ------------------------ -------------
Cindy Lanzendoen
257 Park Avenue South 6,042,743(6) 5.7 %
New York, NY 10010
--------------------------------------- ------------------------ -------------
All present officers and directors 34,295,219(7) 32.3 %
as a group (10 persons)
--------------------------------------- ------------------------ -------------
* Less than one percent

(1) All numbers do not reflect approximately 121,406 shares to which
creditors are entitled under the Plan of Reorganization which has not
been claimed and shares issuable upon exercise of warrants or options
but do include 12,512,280 shares issuable upon conversion of the Class
B and B-1 Preferred Stock and 7,708,303 shares issuable upon conversion
of the Class E Preferred Stock after July 1, 2004. They are based upon
information furnished to the Company by the security holders or
obtained from the stock transfer books of the Company. Other than
indicated in the notes, the Company has been informed that these
persons have sole voting and investment power with respect to their
shares. Certain options disclosed hereunder may not have been fully
vested as of the date of this report.

(2) This includes 18,304,260 shares of Common Stock now held, 4,411,800
shares of Commons Stock issuable upon conversion of 110,295 shares
Class B-1 Preferred, 1,999,992 issuable upon conversion of 24 shares of
the Class E Preferred Stock, but excludes 800,000 issuable upon the
exercise of warrants and employee stock options.

(3) This includes 3,072,030 shares of Common Stock now held and 664,760
shares of Commons Stock issuable upon conversion of 16,619 shares Class
B-1 Preferred, 416,665 issuable upon conversion of 5 shares of the
Class E Preferred Stock, but excludes 375,000 shares issuable upon the
exercise of warrants and employee stock options.

(4) Does not include any shares held by the companies of which Mr. Stecyk
is an officer or director or 200,000 shares issuable to him upon the
exercise of stock options.

(5) Does not include any shares held by the companies of which Mr. Kundrat
is an officer or director or 150,000 shares issuable to him upon the
exercise of stock options.

(6) This includes 4,502,385 shares of Common Stock now held and 1,040,360
shares of Commons Stock issuable upon conversion of 26,009 shares Class
B-1 Preferred, and 499,998 shares issuable upon conversion of 6 shares
of the Class E Preferred Stock, but excludes 300,000 shares issuable
upon the exercise of warrants and employee stock options.

(7) This includes 24,429,582 shares of Common Stock now held and 5,782,230
shares of Commons Stock issuable upon conversion of 144,558 shares
Class B-1 Preferred, and 4,083,317 shares issuable upon conversion of
49 shares of the Class E Preferred Stock, but excludes 2,532,920 shares
issuable upon the exercise of warrants and employee stock options.

Principal Holders of Common Stock.

The following table sets forth information, as of April 15, 2003 with respect to
the beneficial ownership of the Company's Common Stock by each person known by
the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock

-------------------------------------- -------------------------- ------------

Name and Address of Beneficial Owner Amount and Nature of Percent of
Beneficial Ownership (1) Class(1)
-------------------------------------- -------------------------- ------------
-------------------------------------- -------------------------- ------------
Cater Barnard, plc
6 Lloyds Avenue 13,737,897 12.9 %
London, England EC3N 3AX
-------------------------------------- -------------------------- ------------
-------------------------------------- -------------------------- ------------
Peter V. DeCrescenzo
257 Park Avenue South 24,716,052 (2) 23.3%
New York, NY 10010
-------------------------------------- -------------------------- ------------
-------------------------------------- -------------------------- ------------
Cindy Lanzendoen
257 Park Avenue South 6,042,743(3) 5.7 %
New York, NY 10010
-------------------------------------- -------------------------- ------------
-------------------------------------- -------------------------- ------------
Pacific Continental Securities UK
Nominees Limited
111 Cannon Street 8,742,874(4) 8.2%
London, England EC4N 5AR
-------------------------------------- -------------------------- ------------

(3) This includes 4,502,385 shares of Common Stock now held and 1,040,360
shares of Commons Stock issuable upon conversion of 26,009 shares Class
B-1 Preferred, and 499,998 shares issuable upon conversion of 6 shares
of the Class E Preferred Stock, but excludes 300,000 shares issuable
upon the exercise of warrants and employee stock options.

(4) These shares are held as nominee for the purchasers of the Company's
common stock under its Regulation S offering.

Section 16(a) Beneficial Owners
Under Section 16(hip Reporting Compliance
a) of the Securities Exchange Act of 1934, the Company's directors, executive
officers, and beneficial holders of more than 10% of the Company's Common Stock
are required to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based on our records and other information,
the Company believes that during FY 2003, several directors and officers
neglected to file Forms 4 relating to gifts given to family and the purchase of
Class E Preferred Stock.

Agenda Item 1 Election of Directors

Four directors are to be elected to hold office until the next Annual Meeting
and until their successors have been duly elected and qualified. All nominees
are presently members of the Board of Directors. All four directors were elected
at the last annual meeting. The Company has no reason to believe that any of the
nominees will not serve if elected.

The four directors receiving the highest number of votes will be elected. When
voting on the election of directors, each share of Class B or B-1 Preferred
Stock casts forty votes and each shares of Class E Preferred Stock casts 83,333
votes. The Company's Certificate of Incorporation does not provide cumulative
voting rights to the stockholders of either class. Mr. Peter DeCrescenzo has
informed the Company that he will vote all the Common and Classes B-1 and E
Preferred shares under his control for the election of each nominated director.
These votes constitute more than a majority of the votes likely to be cast for
the election of directors and assure that they will all be elected.

All the nominees who were members of the Board of Directors participated in
every meeting held during their term. The Board of Directors has two committees,
compensation and audit, and the compensation committee has designated a stock
option committee. The directors who are members of these committees participated
in all their meetings and other deliberations.

The following sets forth information about each nominee for election at this
Annual Meeting and the Company's other executive officers.

Peter V. DeCrescenzo (54) Nominee for Director, Director, President of the
Company, and Chief Executive Officer since March 2003 and Chairman of the Board
since April 2003.
He has served as Chief Executive Officer and President of the Company
since its acquisition of HealthCare Dialog on March 2003. Prior to that
he served as President, Chief Executive Officer and a director of
HealthCare Dialog since November 2000 where he also headed its
strategic and creative services group, and our interactive group.
Before HealthCare Dialog was organized, Mr. DeCrescenzo was the
founding partner of PVD and Partners, a full-service healthcare
marketing communications agency. He was also senior vice president and
partner at MD Direct, a healthcare marketing communications company
specializing in direct marketing to physicians and consumers, where he
developed Patient Select, the first and largest direct-to-consumer
database of its kind. MD Direct was later acquired by Carlson
Marketing. Peter DeCrescenzo's healthcare marketing career began at
Sterling Drugs, where he held positions in sales, promotional services,
and group brand management. After 14 years with Sterling Drugs, he
joined American Home Products Corporation as director of marketing for
Ayerst Labs. From American Home Products, he joined Sandoz
Pharmaceuticals as product marketing director. Peter DeCrescenzo left
Sandoz to become a partner at MD Direct.

Vincent DeCrescenzo, Sr. (59) Nominee for Director, Director, Executive
Vice-President of the Company, Chief Operating Officer, and Chief
Financial Officer since March 2003
He has served as Chief Operating Officer and Executive Vice-President
of the Company since its acquisition of HealthCare Dialog on March
2003. Prior to that he served as Chief Operating Officer and a director
of HealthCare Dialog since November 2000 where he lead the production
services organization. Before joining Healthcare Dialog, Mr.
DeCrescenzo was the Chief Operating Officer of PVD and Partners and of
four spin-off companies. Vincent DeCrescenzo worked for Bradlees
Discount Stores for over a decade beginning in 1980, starting as a
single unit store manager and progressing to Regional Vice President
for New England and membership in the Bradlees Operating Committee. As
Regional Vice President, he had full profit and loss responsibility for
50 stores, over $500,000,000 in sales, and a store population that
peaked at over 10,000 employees.

Adrian Stecyk (43) Nominee for Director, Director of the Company since December
2001.
From December 2001 until March 2003 he served as the Company's
President. He is the Chief Executive Officer and Director of Griffin
Securities, Inc., a US based investment banking and NASD registered
brokerage firm and has served in that position since 1997. He has been
a director of Griffin Group, plc since July 2000. Mr. Stecyk has a B.S.
in Engineering and M.B.A. from Boston University. From 1980 to 1986,
Mr. Stecyk was member of the Technical Staff at Charles Stark Draper
Laboratory, a technology research and development company. Mr. Stecyk
co-founded Griffin Capital Management Corp., a registered Investment
Advisor, where he was responsible for asset management and investment
advisory services to major institutions.

Richard P. Kundrat (61) Nominee for Director, Chairman and Chief Executive
Officer of NuVim, Inc.
Mr. Kundrat is presently the Chairman and Chief Executive Officer of
NuVim, Inc. NuVim, headquartered in Paramus, NJ. NuVim is a marketing,
production, and distribution company with its roots in 40 years of
biological clinical research and development. Before that he had 27
years of service with the Unilever Corporation from which he retired in
1996 as General Manager and Vice President. In 1996, he founded the
business management firm of Kundrat Associates, Inc.

Cindy Lanzendoen, (42) Senior Vice President and Chief Operating Officer of
the HealthCare Dialog Division
Ms. Lanzendoen has served as a Senior Vice President of the Company
since March 1, 2003, the effective date of the Company's acquisition of
HealthCare Dialog. Ms. Lanzendoen helped found HealthCare Dialog where
she served as Executive Vice President - Client Services since November
2000 where she was the head of its account services group. Ms.
Lanzendoen was the Executive Vice President and a founder of PVD and
Partners, and prior to that, worked for Carlson Healthcare
Communications and Dugan/Farley Communications, as well as taught the
Laboratory Medicine curriculum at Bergen Community College. Ms.
Lanzendoen has more than 20 years of experience in the healthcare
industry.

Peter DeCrescenzo and Vincent DeCrescenzo are brothers. The Company
knows as of no other family relationships among its senior leadership.

Executive Compensation

Cash Compensation

The following table sets forth a summary of all compensation awarded
to, earned by or paid to, the Company's Chief Executive Officer and the other
executive officers of the Company whose compensation exceeded $100,000 per annum
for services rendered in all capacities to the Company and its subsidiaries
during Fiscal Years ended December 31, 2003, December 31, 2002, and December 31,
2001. Data with respect to Peter V. DeCrescenzo, Vincent DeCrescenzo, and Cindy
Lanzendoen includes compensation received from Healthcare Dialog prior to its
acquisition.

SUMMARY COMPENSATION TABLE

- ------------------------------- ----------- ---------------------------------------------- --------------------------------

Annual Compensation Long Term Awards
- ------------------------------- ----------- ---------------------------------------------- --------------------------------

Securities
Name and Fiscal Other Annual Underlying All other
Principal Position Year Salary Bonus Compensation ($) Options Compensation
- -------------------------------- ---------- ------------------- -------- ------------------ ------------------- -----------

Peter V. DeCrescenzo, 2003 $120,868(2) -0- $43,050 200,000 -0-
Director, Chairman,
President, and Chief 2002 $113,800 -0- -0- -0- -0-
Executive Officer(1)
2001 $227,600 -0- -0- -0- -0-

- -------------------------------- ---------- ------------------- -------- ------------------ ------------------- -----------

Vincent DeCrescenzo, 2003 $ 81,768(4) -0- 12,493 250,000 -0-
Sr.,Director,
Executive Vice 2002 $136,500 -0- -0- -0- -0-
President, and Chief
Operating Officer(3) 2001 $ 91,800 -0- -0- -0- -0-
- -------------------------------- ---------- ------------------- -------- ------------------ ------------------- -----------

Cindy Lanzendorn, 2003 $102,537(6) -0- 32,959 150,000 -0-
Senior Vice President
and head of the 2002 $136,500 -0- -0- -0- -0-
HealthCare
Dialog Division(5) 2001 $ 51,900 -0- -0- -0- -0-
- -------------------------------- ---------- ------------------- -------- ------------------ ------------------- -----------

Adrian Stecyk, 2003 -0- -0- -0- 200,000 -0-
Director and Senior 2002 -0- -0- -0- -0- -0-
Vice President(7) 2001 -0- -0- -0- -0- -0-
- -------------------------------- ---------- ------------------- -------- ------------------ ------------------- -----------

Option Grants in the Last Fiscal Year

All option grants and plans predating the effective date of the Plan of
Reorganization in December 2001 were cancelled by the Plan.

- --------

(1) Mr. Peter DeCrescenzo was elected to these positions effective March 1,
2003. All compensation shown was paid by HealthCare Dialog, Inc. prior to its
acquisition by the Company on that date.

(2) Only $88,542 was actually paid. The balance was accrued.

(3) Mr. Vincent. DeCrescenzo was elected to these positions effective March 1,
2003. All compensation shown was paid by HealthCare Dialog, Inc. prior to its
acquisition by the Company on that date.

(4) Only $53,125 was actually paid. The balance was accrued.

(5) Ms. Lanzendoen was elected to these positions effective March 1, 2003. All
compensation shown was paid by HealthCare Dialog, Inc. prior to its acquisition
by the Company on that date.

(6) Only $53,125 was actually paid. The balance was accrued.

(7) Mr. Stecyk was elected a Director and appointed President and Chief
Executive Officer on December 11, 2001. On March 1, 2003, he was succeeded by
Peter V. DeCrescenzo. He remains a Senior Vice President and a Director.

In January 2002, the Board of Directors adopted the 2002 Employee Stock
Option Plan (the "Option Plan"). The Plan was approved by the Company's
stockholders in November of 2002 and modified to increase the number of shares
subject to option from 5,000,000 to 10,000,000 at the shareholders meeting in
May, 2003.

When the Company acquired TDMI, it granted options to purchase 189,945
shares of its Common Stock to replace those then held by TDMI's officers and
employees to purchase TDMI shares. Since then, the options for 141,898 shares
have expired or been terminated On March 1, 2003, the effective date of the IP2M
merger, the Company, as required by its agreement with IP2M, issued options to
purchase 320,400 shares Common Stock. The exercise price was fixed at $0.25. As
of March 22, 2004, options to purchase 227,700 of these shares have terminated.

On May 28, 2003, Options to purchase 2,125,000 shares we granted to
Directors, Executive Officers, Officers, and key employees and consultants at an
option price of $0.17. 1,675,000 remained outstanding as of March 15, 2004.

On April 18, 2003, options not covered by the Option Plan to purchase
up to 20,000,000 were granted to a consultant, Mark Neuhaus, at a purchase
prices to be determined in accordance with his consulting agreement. Mr. Neuhaus
immediately exercised a part of his option and purchased 400,000 shares for
$100,000. Pursuant to his consulting agreement, Mr. Neuhaus received an
additional 60,000 shares in May 2003.

Option Exercises and Holdings

The following table sets forth certain information relating to option
exercises effected during Fiscal 2003, and the value of options held as of such
date by each of the Chief Executive Officer and the other executive officers of
the Company whose compensation exceeded $100,000 per annum for services rendered
in all capacities to the Company and its subsidiaries during Fiscal 2003:

AGGREGATE OPTION EXERCISES FOR FISCAL 2002
AND YEAR END OPTION VALUES

----------------------- -----------------------
Number of Unexercised Value(1) of Unexercised
Options at In-the-Money
December 31, 2003 (#) Options at
December 31, 2003 ($)
- --------------------------- ------------------ -------------- ----------------------- -----------------------

Name Shares Value ($) Exercisable/ Exercisable/
Acquired Realized(2) Unexercisable Unexercisable
on Exercise
- --------------------------- ------------------ -------------- ----------------------- -----------------------

Peter V. DeCrescenzo -0- -0- 66,666/133,334 -0-
- --------------------------- ------------------ -------------- ----------------------- -----------------------
Adrian Stecyk -0- -0- 66,666/133,334 -0-
- --------------------------- ------------------ -------------- ----------------------- -----------------------
All officers and directors -0- -0- 457,920/900,000 -0-
as a group (10 in group)
- --------------------------- ------------------ -------------- ----------------------- -----------------------

(1) Total value of unexercised options is based upon sales of the Common Stock
as reported by the over-the-counter Bulletin Board at $ 0.055 on December
31, 2003.

(2) Value realized in dollars is based upon the difference between the fair
market value of the Common Stock on the date of exercise, and the exercise
price of the option.

Executive Employment Agreements

Effective March 1, 2003, Peter DeCrescenzo, Vincent DeCrescenzo, and
Cindy Lanzendoen, entered into employment agreements with the Company. Each
agreement has an initial term which ends December 31, 2004 and provides for
automatic annual renewals thereafter. The initial annual salaries are $250,000,
150,000, and 150,000, respectively. The agreements provide for an annual bonus
of up to 25% of the base salary if the executive meets performance goals fixed
annually by the Board of Directors; all three executives have agreed to waive
these bonus provisions with respect to 2004 results. The agreements also provide
for automobile allowances, health insurance and other insurance benefits, health
club access, and with the exception of Ms. Lanzendoen, a housing allowance or
access to apartments leased by the Company for the executives' use. At the end
of each term, the agreements provide for automatic annual renewals (including a
cost of living increase of at least the increase in the Consumer Price Index)
or, if not renewed, for the payment of one year's additional salary.

Prior to December 31, 2002, the members of the Board of Directors
received no additional compensation for their attendance at meetings or other
performance of their duties as directors. After that date, the Company will pay
Cater Barnard (pound)2,000 per month for each director it appoints, then two,
currently one. Cater Barnard will compensate its directors for their services to
the Company. As of May 28, 2003, Cater Barnard exchanged its right to receive
payment for its director's services for 288,000 shares of common stock.

As of May 28, 2003, each director who is not an officer of the company
agreed to accept 211,765 shares of common stock in lieu of an annual payment of
$36,000.

All directors are reimbursed for their expenses associated with their
performance.

STOCK PERFORMANCE CHART

- -------------------------------------------- ------------------- ---------------
High Bid Low Bid
- -------------------------------------------- ------------------- ---------------
2004
First Quarter $0.12 $0.045
Second Quarter (through April 22, 2004) $0.08 $0.021
- -------------------------------------------- ------------------- ---------------
2003
First Quarter $0.60 $0.31
Second Quarter $0.29 $0.25
Third Quarter $0.34 $0.09
Fourth Quarter $0.13 $0.05
- -------------------------------------------- ------------------- ---------------
2002
First Quarter $3.00 $0.25
Second Quarter $2.05 $0.21
Third Quarter $0.80 $0.15
Fourth Quarter $1.50 $0.15
- -------------------------------------------- ------------------- ---------------

Certain Relationships and Related Transactions

Stephen Dean, through Cater Barnard and Envesta, plc, a company in
which he and Cater Barnard holds approximately 31% of the equity ("Envesta"),
controlled the Company until March 1, 2003. At that time, Peter V. DeCrescenzo,
the Company's President and CEO, who owns almost 25% of the Company's equity
became a control person.

Acquisitions

At the end of 2001, Envesta transferred all of its ownership of
Findstar and Cater Barnard transferred all its interests in TDMI to the Company.
Cater Barnard's interests in TDMI consisted of $4,000,000 of TDMI convertible
promissory notes, seventeen and one-half percent (17.5%) of the equity of TDMI,
and an option ("Option") to acquire the remaining eighty-two and one-half
percent (82.5%) of the TDMI equity. On January 31, 2002, the Company exercised
the Option and acquired the balance of the TDMI equity.

In exchange for Cater Barnard's and Envesta's interests, the Company
issued to them a total of 225,000 shares of its newly created Class B
Convertible Preferred Stock, its promissory notes in the aggregate principal
amount of $3,000,000, and 1,500,000 shares of its Common Stock. Until
conversion, each share of the Class B Preferred Stock will cast one vote for
each share of Common Stock into which it can be converted. Envesta has
subsequently converted its Class B Preferred into Common Stock and the notes
were converted into Common Stock as well.

Upon exercise of the Option, IMX issued to the holders of the remaining
TDMI equity a total of 81,010 shares of its Class B Preferred Stock. At the same
time, as required by the agreement creating the Option, IMX issued warrants to
purchase 168,056 shares of its Common Stock to the holders of TDMI warrants
("Warrants"), and stock options to the existing TDMI employees under the
Company's newly adopted 2002 Stock Option Plan (the "Plan") to purchase 189,945
shares of Common Stock ("Stock Options").

At the conclusion of this transaction, the issuance of new common stock
to creditors, and the consolidation of the old Company common stock, and
assuming full conversion of the Class B Preferred Stock and exercise of the
warrants, Cater Barnard and Envesta held approximately 86% of the equity of the
Company.

Subsidiary Debt Transactions

As of the end of the 2002 fiscal year, Cater Barnard converted the
principal and accrued interest on the Company's $1,075,000 note issued July 1,
2003, the $750,000 secured loan note issued August 1, 2003, a note for $311,060
issued September 3, 2003, and $115,000 of open account debt for a total of
9,274,280 shares of Common Stock.

In February 2003, Cater Barnard cancelled the warrants to purchase an
additional 675,000 shares of Common Stock it had received in connection with
Griffin Securities' role in the Company's acquisition of Findstar and TDMI.

Acquisition of Healthcare Dialog, Inc.

As of March 1, 2003, the Company acquired all of the equity of Healthcare
Dialog. Mr. Peter DeCrescenzo, and Mr. Vincent DeCrescenzo, who became officers
and directors of the Company, and Ms. Cindy Lanzendoen, who became an officer of
the Company, owned 60.2%, 9.1%, and 14.2%, respectively, of Healthcare Dialog.
Upon consummation of the merger between Healthcare Dialog and a wholly owned
subsidiary of Dialog Group, Dialog Group issued 30,075,219 shares of its Common
Stock and 183,235 shares of its Class B-1 Preferred Stock in exchange for all of
Healthcare Dialog's outstanding equity. The class B-1 Preferred is identical in
all respects to the existing Class B Preferred Sock.

Class E Preferred

A retirement fund for the benefit of Peter DeCrescenzo purchased a
total of fifteen shares at $10,000 per share and a group of Dialog Group
creditors, including retirement funds for the benefit of Peter and Rita
DeCrescenzo, Vincent DeCrescenzo, Sr., and Cindy Lanzendoen, Vincent DeCrescenzo
Sr., and Ms. Lanzendoen, individually, exchanged $370,000 of current debt for a
total of 37 shares of Class E Preferred Stock.

Each Class E Share has a liquidation preference of $10,000, pays a
quarterly dividend of $400, which Dialog Group may elect to pay in Common Stock,
and is convertible, commencing July 1, 2004, into 83,333 shares of Common Stock.
After October 1, 2005, Dialog Group may redeem the Preferred Shares at 120% of
their liquidation preference. Each share will cast 83,333 votes which will be
counted as part of the vote of the Common Shares for all purposes.

In connection with the sale or exchange for debt for the Class E
Preferred Shares, each purchaser received a warrant to purchase, after July 1,
2004, 25,000 shares of Common Stock for a price of $0.16 per share. The warrants
are exercisable until September 30, 2008.

Apartment Rentals

During 2003, the Company rented two executive apartments from Verdi
Realty, a company controlled by the DeCrescenzo brothers. During the fiscal
year, the Company paid $45,600 in rent for these apartments. This is believed by
management to be below the current marked price for these units.

Agenda Item 2 Authorization of Additional Shares Of Stock

The Company is presently authorized to issue 175,000,000 shares of
Common Stock and 1,500,000 shares of Preferred Stock. Each issue of Preferred
Stock has those rights and privileges established for it by the Board of
Directors. As a result of the transactions and financing activity, the Company
may exhaust its authorized shares during the next year. As a result, the Board
of Directors has proposed to increase the number of shares of Common Stock which
it is authorized to issue to 200,000,000.

The Company presently has 85,889,846 shares of Common Stock outstanding
and had committed itself to issue, upon exercise of options or warrants or
conversion of Preferred Stock, and additional 32,859,443. The Company presently
has 57,490 shares of its Class B Preferred Stock, 263,476 shares of its Class
B-1 Preferred Stock, and 92.5 shares of its Class E Preferred Stock outstanding.
No other class of Preferred Stock is outstanding at this time.

The Board of Directors has concluded that an increase in the number of
authorized shares is necessary to provide sufficient shares to allow the Company
to acquire others and provide for conversion of additional classes of preferred
stock, warrants, or options. If approved, the increase in authorized capital
will allow the Company to respond promptly and effectively to opportunities
involving the issuance of shares of Common Stock.

The Company is continuously evaluating financing opportunities and
potential acquisitions that could result in the issuance of preferred or common
stock or securities convertible into common stock.

The Board of Directors is not proposing the increased capitalization as
a means of discouraging tender offers or takeover attempts. However, in the
event of an unsolicited tender offer or takeover proposal, the increased number
of shares could give the Company greater opportunity to issue shares to persons
who are friendly to management. The shares might also be available to make
acquisitions or enter into other transactions that might frustrate potential
offerors.

The vote of a majority of the holders of both the Common and the
Preferred Stock is necessary to approve this change. Mr. DeCrescenzo has
informed the Company that he will vote all the Common and Class B-1 and Class E
Preferred shares under his control in favor of this item. These votes constitute
more than a majority of the votes that may be cast by each class of stock and
assures that it will be approved. If the change is approved at the Annual
Meeting, the Company's Certificate of Incorporation shall be amended to reflect
the proposed number of shares.

Agenda Item 3 Other Matters

Management knows of no other matters to be brought before the Annual
Meeting, but if other matters properly come before the meeting, the votes cast
as directed by Mr. Dean and Mr. DeCrescenzo will determine the outcome of any
ballot.

Stockholder Proposals for the 2005 Annual Meeting

Stockholder proposals relating to the Company's 2005 Annual Meeting
must be received by the Company at its principal executive offices, 257 Park
Avenue South, New York, NY 10010, Attention: President, no later than February
15th, 2005.

Expenses of Meeting

The Company will bear the expenses in preparing, printing, and mailing
the Information Statement and Annual Report on Form 10-KSB to the stockholders.
No proxies will be solicited by the Company's management in connection with this
meeting. We are not asking you for a proxy and you are requested not to send us
a proxy.

By Order of the Board of Directors,

/s/ Mark Alan Siegel
Secretary of the Company

Dated: April XX, 2004