SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

               Annual Report under Section 13 or 15(d) of the Securities
               Exchange Act of 1934 For the year ended March 31, 2002

                         Commission File Number 0-30161

                                   DICUT, INC.
                 (Name of Small Business Issuer in Its Charter)



                   Delaware                                52-2204952
       (State or Other Jurisdiction of                  (I.R.S. Employer
        Incorporation or Organization)                Identification No.)

   2150 Northwest Parkway SE, Suite H, Marietta, GA              30067
       (Address of principal Executive Offices)                (Zip Code)

                                 (770) 954-2654
                           (Issuer's Telephone Number)


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

                         Common Stock -- .001 Par Value

                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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  [   ]


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10 KSB
or any amendment to this Form 10-KSB.

    Yes    [X]     No  [   ]


The issuer had $228,002 in revenues for the year ended March 31, 2002.

As of March 31, 2001, the registrant had 17,696,192 shares of common stock,
$.001 par value, issued and outstanding.




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                               TABLE OF CONTENTS

                                     PART I

ITEM 1      DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT .....................................................    3

BUSINESS OF ISSUER........................................................    4

COMPETITION...............................................................   11

TECHNOLOGY................................................................   12

MARKETING STRATEGY........................................................   12

RISK FACTORS APPLICABLE TO BUSINESS OF NATIONAL DATA, INC.................   13

ITEM 2      DESCRIPTION OF PROPERTY ....................................   17

ITEM 3      LEGAL PROCEEDINGS ..........................................   17

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ........   17

                                     PART II

ITEM 5      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS...   18.

ITEM 6      MANAGEMENT'S DISCUSSION AND ANALYSIS .......................   18

RESULTS OF OPERATIONS ..................................................   20

ITEM 7     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................   F-1
                                                                        through
                                                                          F-14
ITEM 8  CHANGES IN AND DISAGREEMENTS WITH
        ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..............   21

PART III................................................................   22

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
       CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
       OF THE EXCHANGE ACT..............................................   23

ITEM 10. EXECUTIVE COMPENSATION.........................................   24

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..  25

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................  25

ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
        AND REPORTS ON FORM 8-K..........................................  26


SIGNATURES




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                                     PART I

ITEM 1      DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT


Dicut, Inc. was incorporated in Delaware on May 31, 1994 for the purpose of
developing and marketing a residential Hydronic Low Pressure Heating and Air
Conditioning system ("Hydronic LPHVAC") that would operate at lower pressure
levels than large commercial systems. During December 1997 and January 1998, the
Company received its initial funding through the sale of common stock to
investors. From inception until December 1999, the Company had no material
operating activities. In December 1999, Management completed its development and
testing of the Company's Hydronic LPHVAC design. In January 2000 Management
decided to seek necessary capital in order to advance the Company's business
plan.

Through August 2001, the Company's plan was to raise capital to fund the
development of its Hydronic Low Pressure Heating and Air Conditioning System.
However, the Company was unable to raise such capital, and conveyed all rights
in the System to the Company's founders in August 2001, who resigned from the
Company.

On December 12, 2001, the Company purchased 100% of the shares of National Data
Inc. in exchange for 10,500,000 restricted shares of the Company. The shares of
National Data were purchased from Raj Kalra.

On February 21, 2002, (the Company signed a Purchase Agreement to acquire 100%
of the shares of DataAssure Systems Inc. ("DataAssure") in exchange for
1,500,000 shares of the Company's common stock issuable to four founding
shareholders thereof. In addition, the Company agreed to repay loans made to
DataAssure by its shareholders in the amount of $85,000 on the terms set forth
in the Purchase Agreement. In addition, the former President of DataAssure,
Jeffrey Brathall, entered into an Employment Agreement with the Company's wholly
owned subsidiary, National Data Inc., as the Director of Sales.

On April 5, 2002, the Company signed a Management and Option to Purchase
Agreement with Expidant Inc. The Agreement provides for the Company being
retained as General Manager of Expidant for a period of 51 months with the
option to purchase the assets of Expidant at any time during this period. The
Company does not plan to exercise the option until the Company is satisfied that
it can provide audited financial statements for Expidant, Inc. for the periods
required by regulations of the Securities and Exchange Commission.

There have been no bankruptcy, receivership or similar proceedings.



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BUSINESS OF ISSUER

On December 12, 2001, the Company signed an agreement for the purchase 100% of
the shares of National Data Inc. in exchange for 10,500,000 restricted shares of
the Company. The number of shares issued to acquire National Data were
consideration was based on a value of $0.085 per share for a value which was
confirmed in an independent third party business valuation prepared with respect
to National Data. The shares of National Data were purchased from Raj Kalra.

National Data Inc., located in Marietta, Georgia, is a Disaster Recovery and
Business Continuity Company. National Data's plan is to provide data services
with complimentary IT auditing services that safeguards valuable business
information from avoidable natural disasters such as fires, floods, hurricanes,
tornadoes, etc., as well as man made disasters such as hackers, disgruntled
employees, viruses, worms and acts of terrorism. National Data's IT Auditing
services will assist businesses by determining the company's business exposure,
developing a recovery plan and then generating appropriate security policies.
The services provided by National Data will include Secure Backup, Disaster
Recovery, Monitoring and Biometric vaulting. Data will be protected and stored
in a highly secure data center and all services monitored and supported 24/7 in
the Network Operating Center.

The Board elected to complete the acquisition of National Data after considering
a number of other acquisitions because the Board determined that National Data
had good potential of becoming a profitable business at a reasonable capital
cost.

In order to effectively proceed with the operations of National Data, the
Company must obtain financing and will be approaching financial institutions and
attempting to secure equity financing. However, there is no guarantee that such
financing will be forthcoming.

National Data, Inc. (NDI) was established to provide key policies, products and
services relating to digital data that assure ongoing business activity without
threat, disruption, or loss. Digital data is relatively fragile and without
special handling, data loss poses tremendous liability issues. A key function of
NDI services is to reinforce and automate existing and proven safeguards (data
backup, contingency planning, locking desktops, locking doors, etc.).

NDI addresses the challenges of Business Continuity through a three faceted
strategy: Logical (data) Controls, Physical (access) Controls and Procedural
(policies and procedures) Controls. These services are:

         1. Data Services (Logical)

          o    Secure off-site back-ups and data storage
          o    Disaster Recovery Services and Products/Preconfigured Servers
          o    Remote 24/7 monitoring of customer enterprise-systems, network
               and applications

         2. IT Auditing Services (Procedural)

          o    Disaster Recovery Planning and Business Continuity Planning
          o    Vulnerability Assessment
          o    Security Policy and Documentation


         3. Access Control Services (Physical)

          o    Physical Access software tools
          o    Logical Access software tools
          o    BioMeta plug-ins to tightly integrate and ensure data continuity
          o    Biometric vaulting ASP delivery model for selected access control
               services
          o    Secure backup for Video Data

DATA SERVICES

SECURE BACKUP

NDI Secure Backup is an offsite backup and retrieval service offered by the
Company to the SMB market.



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<PAGE>

While data loss is most commonly associated with hardware failure, data loss
often occurs due to other factors. For example, data loss could be
user-initiated, such as lost (can't find it), stolen, or unavailable (can't get
to it; on another users system or another office). One of the fastest growing
causes of data loss is malicious activity, either through disgruntled employees,
a hacker, or an inconspicuous infected email. Once in the network, activity can
range from benign web page modification to serious data deletion, theft, and
widespread viral activity. The impact of a virus has evolved considerably, as
what was once a curious or minor irritation now can cause massive and expensive
recovery costs.

No matter what the cause, lost data can create real consequences due to lost
revenue, liability expenses, lost productivity and recovery expenses. The key to
marketing this product is to educate target companies that the cost of this
service (prevention cost) is always lower than consequence cost.

Secure offsite backups are a relatively new service in the SMB marketplace. Most
backup policies are managed within the company. Based on conversations with
Value Added Resellers (VARs), this process has several notable shortcomings:

     o    Many companies do not enforce how specific files are named and stored
          on the server or desktop, thereby creating file retrieval problems.
          The file is backed up, but unable to be found through a logical
          search.
     o    Many companies do not backup, and utilize the main server as their
          only safeguard against lost data.
     o    Most backups are not consistently performed. This is the most common
          problem.
     o    Most companies do not create and follow a tape management policy
          utilizing offsite tape storage, scheduling, and restoration
          procedures.

NDI Secure Backup is an off-line service that is designed to provide lower start
up and monthly support charges over the traditional on-line, or "always-on",
service. A standard phone line is the minimum requirement for performing nightly
backups.

NDI Secure Backup first stores an exact copy of customer-defined files in an
off-site secure area. Before files are transmitted for storage, the files are
decontaminated of viruses and other destructive elements. This decontamination
is preformed nightly to eliminate the risk of viruses in stored data. After
performing a complete backup, NDI Secure Backup searches out and backs up
nightly only the changes in files that occurred that day. The incremental file
change is encrypted and compressed before being sent to NDI. This important
feature, called fractional backup, reduces backup time, network charges and
overall backup storage cost. The service supports all servers and desktops
running on Windows NT/2000 and UNIX. A request for a file restore is made
through a secure web interface by the customer on the Company's NDI rePortal.
Upon customer request, the Company's server delivers the base file and the
required patches in their original encrypted format. The file is rebuilt, to the
requested restore date, on the client PC.

Additionally, NDI Secure Backup utilizes several technologies to provide 24 hour
security of customer data stored at NDI Data Centers. All network traffic
entering the storage facility will be subject to traffic and content monitoring
through real-time firewall and virus filtering. To assure a secure connection,
encryption and VPN tunneling will control network connectivity between NDI and
the customer.

Monthly recurring revenues are provided in this program based on the amount of
storage maintained for the customer by NDI.



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<PAGE>

DISASTER RECOVERY

A catastrophic event where all customer data is lost through acts of nature,
flooding, fire, theft, or malicious activity requires additional contingency
plans over and above simple file restores. Even if the customer was diligent in
backing up, restores can take up to a week or more. During that time, the
customer is unable to access or create data.

The most common solution on the market today is referred to as a "hot site",
where the customer's identical hardware is placed in storage and put into
commission during an emergency. In many cases, customers can be up and running
in specially designed facilities in a matter of hours. Hot site recovery is very
complex, and requires mandatory testing. In testing, the customer will actually
travel to the facility and perform a mock disaster once a year to ensure that a
rapid recovery can be achieved. Hot site options are very expensive, and not
feasible for most SMB companies targeted by the Company. The Company believes
that there is pent-up demand for a cost-effective solution to shorten recovery
times.

A targeted SMB company is one that would experience substantial losses due to a
catastrophe. Examples would be manufacturers with high inventory turnovers,
legal and medical offices and local government offices.

NDI's Disaster Recovery program is designed to provide a low-cost alternative to
traditional and higher priced Disaster Recovery services. NDI Disaster Recovery
complements the existing NDI Secure Backup service and provides the customer a
variety of rapid and large-scale data recovery options based on level of
disaster and cost. For simple limited data loss, NDI Secure Backup already
provides basic data recovery through bulk or file-specific downloads requested
through the rePortal. However, in catastrophic events such as natural disaster,
hardware theft, or accidents, NDI provides service recovery options such as:

     o    Downloading lost data onto a CD or tape and courier or overnight it to
          a site requested by the customer or VAR.
     o    Disaster Planning and Testing. A site-specific disaster policy is
          created with scheduled testing.
     o    Hot site availability through a provisioned preconfigured server. A
          hot site is an identically matched server that, in the event of a
          customer declared disaster, allows business continuation in a few
          hours.

These options could be cost-justified in the SMB marketplace. Providing a simple
contingency plan specific to the customer's identified recovery environment is
standard on all options. The most comprehensive is a high availability mirrored
configuration. This option consists of a full copy of the customer's most
critical hardware and software in a secured area. The mirrored hardware
duplicates all work done on the customer's primary hardware in real-time. When a
disaster occurs, the mirrored hardware immediately takes over with no
interruption. By placing the hardware within colocation partner facilities, a
robust and diverse network connection is assured.

Another option is called "warm site", where identical hardware is made available
when a disaster is declared, and can be up and running in less than two days. By
integrating Disaster Recovery services within inexpensively configured servers,
mirrored and warm site services can be offered to the SMB sector at reduced
price points.

Monthly recurring revenues are provided in this program based on the
customer-requested recovery option.



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REMOTE MONITORING

NDI Remote Monitoring is a service designed to provide remote monitoring of a
customer's hardware, and in certain cases some applications such as databases.

Remote monitoring is a very popular tool for large companies because it shortens
repair times on important mission-critical systems. Hardware failures on these
systems are very painful, because interruption in processing could mean delays
in order processing, financial accounting updates, and payroll. However, there
are no major companies providing cost-effective monitoring in the SMB sector.
There are three main reasons - the cost is difficult sell as a stand-alone
service, the software cost is too high for the SMB, and the marketplace is too
diffuse.

NDI Remote Monitoring is designed to be an additional service that can be
offered by VARs who provide hardware and system repair services for their
customers. Currently, very few VARs provide comprehensive remote monitoring to
their customers because of the prohibitive cost of setting up and staffing a
24/7 Network Operations Center to monitor their customer hardware.

NDI Remote Monitoring provides basic health status of hardware connected
anywhere in the customer's network. Most network-attached computers and hardware
have the ability to "talk" to specially designed software programs called
agents. These agents simply check the status of a hardware device such as
up/down, on/off, critical activity, no activity, etc. By adding "intelligence"
to the agents such as "If the unit is off, then alarm" allows the ability of
millions of software agents to quietly go about their business without
supervision. Only when the "alarm" occurs is supervision required. Live
operators collect messages generated by the hardware and software, and
immediately respond to any suspicious activity. These suspicious activity
messages are called alerts. Upon receipt of an alert, the NDI Network Operations
Center dispatches the alert to its VAR partner for resolution. In addition, the
status of a customer's systems is available on the Company's rePortal website.
The rePortal provides real-time updates on customer criticality that reduces
support cost through improved dispatch logistics, shortened service calls and
reduced waste calls.

Rather than develop a customized software package for its Remote Monitoring
service, the Company is using a modified monitoring package manufactured by
Ipswitch. The Company believes that Ipswitch Gold provides the same rich
monitoring and reporting as the most popular products manufactured by IBM
(Tivoli), HP (OpenView) and CA (UniCenter), but at a fraction of the cost.

Monthly recurring revenues are provided in this program based on the number of
servers monitored by NDI.

IT AUDITING SERVICES

The Company's IT Auditing Services are a comprehensive set of professional
services that are both complimentary to our core product offerings and effective
as stand alone solutions. These services include:

DISASTER RECOVERY AND BUSINESS CONTINUITY PLANNING -- NDI develops a plan and
documentation describing the backup and restore, system fail-over, incident
response, and emergency policies and procedures for a customer to follow in the
event of a disaster. A Business Continuity Plan will outline the procedures that
allow our clients to maintain a minimum level of business operations in order to
fulfill mission-critical operating requirements. In addition, a Disaster
Recovery Plan will enable the client to restore data and systems and return
business functionality to its original state.



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VULNERABILITY ASSESSMENTS -- NDI tests customer's computer systems for known
flaws and vulnerabilities that can leave them susceptible to malicious attacks
or data loss. NDI then documents the underlying causes and changes required to
mitigate the risks.

SECURITY POLICY DEVELOPMENT AND DOCUMENTATION -- NDI develops a comprehensive
set of documentation describing the technical and managerial policies and
procedures for a customers' information systems. This documentation is essential
in developing or managing any information security or privacy program, and helps
to protect customers from many high-level risks.

NDI's services are delivered either remotely or locally at the customer's site.
The remote vulnerability tests are designed to check specific firewall
vulnerabilities, security vulnerabilities in our client's public server's
offered services, and the installed router's access filter configuration, where
NDI check TCP, UDP, and ICMP protocol responses from the Internet. Our testing
also checks for vulnerabilities in a customer's underlying operating
environment. NDI provides a detailed report identifying the detected
vulnerabilities and recommending corrective actions.

NDI's fixed-price Internet Security Vulnerability Testing fee is based on the
number of IP addresses to be tested and the frequency of the tests (one-time,
monthly, bi-monthly, quarterly, semi-annually, etc). NDI's fixed-price services
for periodic testing are based on a minimum one-year contract, with invoicing on
a per-test basis. For on-site testing, travel-related and other direct charges
(as applicable) will be invoiced in addition to the fixed-price service fee.

PHYSICAL ACCESS CONTROL SERVICES

NDI BIOMETRIC (NDI BIO) PRODUCTS

NDI also offers services designed to control physical access to doorways,
computers, and other access devices. Most comprehensive security tools suffer
from the inability to absolutely ensure that access is being granted accurately
and legitimately. NDI is a distributor of Face, Finger, Voice and Hand
Biometrics' products, which provide a practical, efficient, and cost-effective
means of applying layered recognition biometrics within enterprises of any size.
NDI Bio cost-effectively resolves the shortcomings seen with most access
security tools such as malicious use of lost or stolen access cards, pins and
passwords.

The security industry has rapidly developed and matured in recent years.
Faulkner and Gray (a leading trade magazine covering financial services, payment
systems, and healthcare information technology) - reports that user
authentication device market, comprised of hardware tokens, software tokens and
biometrics, generated revenues of over $200 million in 1999, and should grow to
nearly $1 billion in annual sales by 2001, and $2.6 billion by 2006. In the
Company's judgment, the declining cost of biometric solutions is eliminating a
critical barrier to market penetration, fostering a broad market acceptance and
growth potential.

The Company is negotiating distributorship agreements with several leading hand,
facial, smart card and voice recognition companies. These negotiations are
expected to be finalized by the end of March 2002 and will allow the Company to
offer a suite of biometric products to its existing and future client base.



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BIOMETRIC VAULTING ASP

Biometrics replace passwords with a simple authentication process, allowing
users to identify themselves to the network with a physical characteristic, such
as their fingerprint, voice pattern, iris, or by their face. Because biometrics
are nature's definitive security system, they are difficult to compromise and
impossible to forget.

The Company believes that many companies lack the expertise, time and manpower
to improve authentication security and are looking for outsourcing solutions.
Biometric Vaulting ASP is the process of providing biometrics as a service that
is delivered to customers over the Internet. The Company's Biometric Vaulting
ASP can support any viable biometric with biometric capture done on sensors
accessible to the Internet - e.g., a camera or finger scanner attached to a
computer on the Net. Client software captures the biometric data and converts it
either locally or centrally into biometric templates that are stored in
databases managed at our Network Operation Center for future authentication of
identity. An end-user is authenticated by matching the live biometric template
submitted through the Internet to that stored in the database at the NDI data
center.

The benefits and cost savings of using an ASP for biometrics can vary
dramatically with the application, but they are similar to any outsourcing and
would come from streamlined application, quicker deployment time, and enhanced
networkability. This eliminates the costly, time-consuming process of system
wide maintenance, upgrades and support. NDI will ensure that all software and
data are kept up to date.

Additionally, some companies do not want to store on an internal network an
active image of an employee's biometric for privacy and fear of theft. Sweeping
the network of confidential images nightly provides companies the assurance that
highly private information is not only secure, but immediately available in case
of a declared need.

The NDI Biometric Vaulting ASP services are provided as both a stand-alone,
fully outsourced solution and as supplemental storage solution for biometric
data. The outsourced solution provides everything a client would need to
incorporate biometrics into their existing infrastructure. NDI will securely
host the clients' biometric data for use both as an on-line authentication
system and as a disaster recovery system should the clients primary
authentication system go down. NDI uses digital certificates and public key
infrastructure (PKI) to secure its transactions. NDI 's 24/7 service is designed
to be reliable, with secure, redundant, mirrored servers. Performance upgrades
are automatic and is scaleable to any number of users.

NDI will either charge a monthly subscription fee or a bandwidth utilization
charge for hosting of "vaulted biometric data".



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MARKET ANALYSIS

DATA SERVICES

The target market is the immense Small and Medium Business (SMB) sector occupied
by companies with revenues of $20 million or less. According to International
Data Corporation, the SMB market is the largest growing business sector in the
United States, representing 7.4 million small and medium businesses in 1998. In
2003, SMB is expected to spend $57 billion for technology, with 79% having
Internet access.

As a group, SMB businesses are generally late-adopters in acquiring technology
and services due to the large purchase and daily support costs of many current
solutions. Even though there is ample evidence that technology provides strong
business benefits such as higher productivity, reduced transaction costs, and
increased sales generation, it is also a business sector with relatively limited
resources. For example, many SMB businesses cannot justify a dedicated employee
to manage IT functions. With NDI Services providing the capital cost and the
clients not required to add IT personnel, this makes the decision easier to
purchase the Company's services.

The established and accepted IT provider to the SMB customer is a broad service
group dominated by the Value Added Reseller, or VAR, that provides hardware,
software and support, typically on an as-needed basis. The Company believes that
there are, depending on specialty, over 7,000 VARs that could become NDI
partners.

PHYSICAL ACCESS CONTROL SERVICES

NDI's primary market includes millions of businesses and end users who are
involved in security transactions. The established and accepted provider to
these customers is a model that closely resembles the VAR distribution channel
discussed above. This distribution channel called the Dealer Channel has the
identical pent-up demand for private branding services and breakaway physical
access control products.

The primary products this channel will be interested in will be the NDI products
and Biometric Vaulting. Currently, each sales channel (VAR and Dealer) has been
selling to different departments and decision-makers (IT Department and Security
Department, respectively) within the same company with little sales overlap.
However, NDI anticipates that over time companies will consolidate such
functions as they try to develop a single security solution.

DISTRIBUTION

The NDI target market of SMB customers is being serviced by the VAR/Dealer, that
provides technical services, hardware and software on an as-needed basis. Over
time, the VAR/Dealers have built a close working relation with the SMB customer
and are relied upon and trusted to provide services. This provides NDI with easy
access to the SMB market place without the expense and investment of large sale
force combined with a lengthened sales cycle.



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The target partner for NDI will be the smaller regional and local VAR/Dealer
service provider. These organizations typically have approximately 5-20 field
technical engineers and have annual revenues of $5 million to $20 million. Most
VAR/Dealers have an average business customer account base of 100. There are
over 7,000 VARs in the US. Business customers have come to trust and rely upon
the VAR/Dealer for their IT services.

The current business environment finds the VAR/Dealer actively searching for
additional sources of sales to their existing customer base to offset declining
margins on hardware and software. In addition, many of the VAR's suppliers of
hardware and software have began programs of direct selling to the end users and
bypassing the traditional sales channel of the VARs. The Company's suite of
products and services can be branded to the VAR/Dealer and compliment the
products and services that they already offer. The VAR/Dealer customer will be
more likely to accept the services because they know and trust their vendor. The
VAR/Dealers do not currently offer data products similar to NDI Services and do
not have the personnel or financial resources to create them. The Company and
the VAR/Dealer will share revenues from each product or service pursuant to a
VAR/Dealer distributor arrangement.

To access the relatively large VAR/Dealer channel, NDI has developed a channel
strategy. All sales and marketing efforts will flow through a hierarchical
channel headed by senior companies whose primary function has been to sell to
VAR/Dealers. For a percentage of sales generated through their network, this
group will market the services to a broad sales group, the VAR/Dealer network.
The Company anticipates that there will be minimal channel conflict between
inside sales and the VAR/Dealer Network due to the tendency of inside sales to
concentrate on larger accounts. Any channel conflicts that arise will be handled
on a case-by-case basis by both parties.

COMPETITION

There are no clear direct competitors that concentrate in the SMB space
utilizing the private branding model. However, there are competitors that do
offer limited portions of the products and services offered by NDI to directly
to the SMB or to VARs servicing the SMB market.

1. BACKUP - EMC, CTI, Live Vault and 77Degrees are a few providers of primary
and backup storage.

2. DISASTER RECOVERY - All of the major players (SunGuard, IBM, Comdisco)
concentrate on large enterprises, and do not are actively pursuing the SMB
marketplace because of the reduced cost benefit in small accounts.

3. MONITORING - There are several large companies (HP, CA, and IBM) that provide
dedicated monitoring services within the SMB marketplace. In addition, there are
some companies that provide monitoring services bundled within their primary
services (Broadwing, WorldCom).

4. BIOMETRIC VAULTING AND NETWORK AUTHENTICATION - This is an emerging field
with only one other known competitor, Verisign, which only offers offsite
storage and not network authentication.



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5. IT AUDITING SERVICES - This field has largely has been limited to the Big Six
Consulting Companies, IBM, Qualys, and ISS. These companies have focused on
large enterprise customers. To the Company's knowledge, no one has focused on
servicing the SMB market place.

6. NDI BIO PRODUCTS - Most of the providers of biometrics products partner with
large enterprise or government-based integrators such as EDS or Accenture.

TECHNOLOGY

NDI has created an automated Web-based business tool named " REPORTAL" to manage
NDI's business. The rePortal is the enabling technology necessary to accomplish
and maintain our sales distribution strategy. The PRM modules will provide
end-to-end support of the sales process between NDI and its partners. The
rePortal provides all needed sales and administrative services: customer
sign-up, brochure ordering, account management, invoicing, order tracking,
account history, etc. The rePortal will be provided free of charge to the
VAR/Dealers and their customers. By utilizing common communication tools such as
web access, email, wireless devices and pagers, information is easily and
broadly accessible to all members in the chain. The rePortal will save
accounting and administrative time and money. In addition, this will enable NDI
to manage our business, our relationship with the VAR/Dealers and their
customers in an efficient and effective manner.

MARKETING STRATEGY

The keys to success for NDI are:

     o    NDI Services will recruit high-quality VAR/Dealer partners because of
          their ability to increase sales to existing customers without capital
          investment. Clearly defined branding services to our VAR/Dealer
          Partners combined with the monitoring and customer support of the
          Company's Network Operating Center will enhance the VAR/Dealers'
          ability to service their customers' needs.
     o    NDI has created a sales support and automation tool, the REPORTAL , to
          manage our business, the VAR/Dealer network and their customers. This
          will dramatically reduce administrative time and expense and be
          utilized as a customer support tool.
     o    NDI Services will be one of the few companies in the market place
          offering Biometric Vaulting, with the ability to provide remote
          network biometrics authentication.

NDI will adopt a focused market strategy:

     o    Provide a branded front-end to the NDI rePortal that VAR partners can
          use for business development and support. o Focus on the IT Auditing
          Services as a point of introduction in larger enterprise businesses o
          Revenue guarantees by each VAR/Dealer partner.
     o    Marketing will be provided through establishing Super-VARs, focused
          trade membership, regional direct sales support of their respective
          VAR/Dealer partners, and telemarketing programs.
     o    Invoicing will be done through the rePortal to manage cash flow. o
          Starting in Atlanta, rollout cities once path to profitability is
          achieved o Peruse new opportunities in the Biometric vaulting and
          Network Authentication.



                                       12
<PAGE>

PHYSICAL LOCATIONS

NDI's sales and operations office is based in Marietta, Georgia. The NDI Network
Operations Center (NOC) provides live 24/7 monitoring of customer hardware and
software. The NOC is protected with redundant security, power, air and
communications support. A separate data center is located at AmQUEST, Inc. an
Atlanta-based enterprise colocation provider. An additional partnership with
several other colocation partners provides NDI the opportunity to locate data
centers in over 50 cities.

Additional space and infrastructure is available in over fifty cities through a
partnering relationship with Level3 Communications that allows NDI to develop
Data Centers in remote cities and monitor these centrally with its NOC. The
company believes the arrangement will enable the Company to grow cost
effectively and quickly into new markets.

           RISK FACTORS APPLICABLE TO BUSINESS OF NATIONAL DATA, INC.

LIMITED FORMAL FEASIBILITY AND MARKET STUDY

The Company has collected data and statistics concerning the potential market
for its products and services, and the costs of marketing and providing the
same. In doing so, it has relied upon the judgment and conclusions of the
members of management, based on their respective knowledge and experiences, if
any. There has been no formal marketing study to conclude that there is any
guaranteed demand for the Company's products and services.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
OPERATING RESULTS

As a result of the Company's limited operating history and the emerging nature
of the markets in which it competes, the Company is unable to accurately
forecast its revenues. The Company's current and future expense levels are based
largely on its investment plans and estimates of future revenues. The Company
may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall. Accordingly, any significant shortfall in revenues
in relation to the Company's planned expenditures could have an immediate
adverse effect on the Company's business, prospects, financial condition and
results of operations. Further, as a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service or marketing decisions that could have a material adverse effect on its
business, prospects, financial condition and results of operations.

The Company may experience significant fluctuations in its future quarterly
operating results due to a variety of factors, many of which are outside the
Company's control. Factors that may adversely affect the Company's quarterly
operating results include: (i) the Company's ability to obtain and retain
customers, attract new customers at a steady rate and maintain customer
satisfaction with the Company's products and services, (ii) the announcement or
introduction of new services and products by the Company and its competitors,
(iii) price competition, (iv) the level of use and consumer acceptance of the
Company's products and services, (v) the Company's ability to upgrade and
develop its systems and infrastructure and attract new personnel in a timely and
effective manner, (vi) technical difficulties, (vii) the amount and timing of
operating costs and capital expenditures relating to expansion of the Company's
business, operations and infrastructure, (viii) delays in revenue recognition at
the end of a fiscal period as a result of logistical problems, (ix) governmental
regulations, and (x) general economic conditions.



                                       13
<PAGE>

LIMITED SENIOR MANAGEMENT PERSONNEL; MANAGEMENT OF POTENTIAL GROWTH; NEW
MANAGEMENT TEAM

The Company plans to expand its operations, and anticipates that further
expansion will be required to address potential growth in its customer base and
market opportunities. This expansion is expected to place a strain on the
Company's management, operations and financial resources.

To manage the expected growth of its operations and personnel, the Company will
be required to improve existing, and implement new, transaction-processing,
operational and financial systems, procedures and controls, and to expand, train
and manage a growing employee base. The Company may also be required to expand
its finance, administrative and operations staff.

There can be no assurance that the Company's current and planned personnel,
systems, procedures and controls will be adequate to support the Company's
future operations, that management will be able to hire, train, retrain,
motivate and manage required personnel or that the Company's management will be
able to successfully identify, manage and exploit existing and potential market
opportunities. If the Company were unable to manage growth effectively, its
business, prospects, financial condition and results and operations would be
materially adversely affected.

NEED FOR FUTURE FINANCING; LONG-TERM VIABILITY OF COMPANY

The Company's future capital requirements will depend on many factors including
the cost of research and development, the cost of marketing its products and
services, the market acceptance of the Company's products and services, and
competing technological and market developments. At present, the Company does
not have sufficient capital to implement its business plan. Unforeseen events
may require the Company to raise additional funds, and there can be no assurance
that additional financing will be available on acceptable terms, or at all. If
the Company is required to sell equity to raise additional funds, there is no
assurance that additional equity can be obtained on terms favorable to existing
shareholders, with the result that existing shareholders may incur substantial
dilution. Insufficient funds may require the Company to delay, scale back or
eliminate some or all of its activities or to obtain additional funding.

DEPENDENCE ON MANAGEMENT

The Company's performance is substantially dependent on the continued services
and on the performance of its senior management and other key personnel. The
Company's performance also depends on the Company's ability to retain and
motivate its other officers and key employees. The loss of the services of any
of its executive officers or other key employees could have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations. The Company's future success depends on its ability to identify,
attract, hire, train, retrain and motivate other highly skilled technical,
managerial, editorial, merchandising, marketing and customer service personnel.
Competition for such personnel is intense and there can be no assurance that the
Company will be able to successfully attract, assimilate and retain sufficiently
qualified personnel. The failure to retain and attract the necessary technical,
managerial, merchandising, marketing and customer service personnel could have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations.



                                       14
<PAGE>

The Company's success is dependent on the services of its principle officers and
employees: Raj Kalra, Pierre Quilliam, Kerry Moody, Don Yochum, Sam Galbraith
and A.J. Galiano. The loss of any officer or director could have a material
adverse effect on the Company's business or results of operations. The Company
does not maintain "key-man" life insurance policies on the lives of its officers
to compensate the Company in the event of their deaths. The Company has no
employment or non-compete agreements with any other of its key employees or
officers other than Messrs. Kalra or Quilliam. See "Management"

Investors will have no voice in the management of the Company, including
decisions regarding the operations and marketing of the Company, any future
expansion of the Company, and the selection of additional lines of business to
enter. No person should purchase any of the securities offered hereby unless
that person is willing to entrust all investment and operational decisions to
management.

INTELLECTUAL PROPERTY PROTECTION

The Company believes that its trade names and domain names will have significant
value and will be important to the marketing of its services and products. It is
possible that competitors of the Company or others will adopt product or service
names similar to the Company's, thereby impeding the Company's ability to build
brand identity and possibly leading to customer confusion. Litigation may be
necessary in the future to enforce the Company's intellectual property rights,
to protect the Company's trade secrets, to determine the validity and scope of
the proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation, whether successful or unsuccessful, could result in
substantial costs and diversions of resources, either of which could have a
material adverse effect on the Company's business, financial condition, or
operating results.

PRODUCT DEVELOPMENT RISKS

The process of developing products and services, such as those offered by the
Company, is extremely complex, and it is highly likely that the Company will
experience delays in developing and introducing new products and services in the
future. If the Company was unable to develop and introduce new products,
services or enhancements to existing products and services in a timely manner,
in response to changing market conditions or customer requirements, the
Company's business, operating results and financial conditions could be
materially adversely affected. Also, announcements of currently planned or other
new products and services may cause consumers to delay their purchase decisions
in anticipation of such products and services, which could have a material
adverse effect on the Company's business, operating results and financial
condition, especially if the introduction of such products and services is
delayed.



                                       15
<PAGE>

UNCERTAINTY OF PROTECTION OF PROPRIETARY RIGHTS

The Company currently plans to rely upon a combination of trade secret
protection, invention assignments, non-disclosure agreements and licensing
arrangements to establish and protect its proprietary rights. Despite the
Company's efforts to safeguard and maintain its proprietary rights, there can be
no assurance that the Company will be successful in doing so or that the
Company's competitors will not independently develop software systems and
related applications that are substantially equivalent or superior to the
Company's.

The Company also relies on trade secrets and proprietary know-how, which it
seeks to protect by confidentiality and non-disclosure agreements with its
employees, consultants, and third parties. There can be no assurance that these
agreements will not be breached, that the Company will have adequate remedies
for any breach, or that the Company's trade secrets and proprietary know-how
will not otherwise become known or be discovered by competitors.

FLAWS AND DEFECTS IN PRODUCTS AND SERVICES

Complex products and services as those offered by the Company may contain
undetected flaws or defects when first introduced or as new versions are
released. Any inaccuracy or defects may result in adverse products and service
reviews and a loss or delay in market acceptance, as well as claims against the
Company for any damages resulting from the product defect. There can be no
assurance that flaws or defects will not be found in the Company's products and
services. Flaws and defects, if found, would have a material adverse effect upon
the Company's business operations and financial condition.

DIVIDENDS

The Company has not paid any dividends or made distributions to its investors
and is not likely to do so in the foreseeable future. The Company presently
intends to retain earnings for use in its business. Additionally, the Company
may fund a portion of its future expansion through debt financing, and a
condition of such financing may prohibit the payment of dividends while the debt
is outstanding. Therefore, investors should purchase Common Stock with the
understanding that Management's goal is to build value by increasing the size of
the business and not by paying dividends.

REPORTS TO SECURITY HOLDERS

The Company files annual and quarterly reports with the Securities and Exchange
Commission ("SEC"). The public may read and copy any materials filed by the
Company with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company
is an electronic filer and the SEC maintains an Internet site that contains
reports, proxy and information statements regarding issuers that file
electronically with the SEC which may be viewed at http://www.sec.gov.



                                       16
<PAGE>

ITEM 2      DESCRIPTION OF PROPERTY


The Company is leasing its offices located at 2150 Northwest Parkway SE, Suite
H, Marietta, Georgia, 30067, at a rate of $5,260 per month for a term of one
year commencing January 1, 2002 and terminating December 31, 2002.

ITEM 3      LEGAL PROCEEDINGS

     On November 19, 2001, a legal proceeding was commenced in United States
     District Court, Southern New York, against the Company and Pierre Quilliam,
     President of the Company by Deborah Donoghue for short swing profits
     allegedly realized by Mr. Quilliam. The Company's attorneys are responding
     to the allegations.


ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended March 31, 2001, there were no
submissions of matters to a vote of security holders.



                                       17
<PAGE>

                                     PART II

ITEM 5      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

The Company's common stock is registered with the United States Securities and
Exchange Commission under section 12(g) of the Securities Exchange Act of 1934.
The Company's stock has been traded on the OTC Bulletin Board under the symbol
"DCUT" since August 2001. The following table summarizes the low and high prices
for the company's common stock for each of the calendar quarters for the fiscal
year ended December 31, 2001.

                                      2001

                                  HIGH     LOW

First Quarter                      --       --
Second Quarter                     --       --
Third Quarter                     3.01     0.45
Fourth Quarter                    0.60     0.15
                                  2002

First Quarter                     0.31     0.09

The high and low quotes on the Company's common stock reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions. There were 57 shareholders holders of record of the common
stock as of March 31, 2002. This number does not include an indeterminate number
of shareholders whose shares are held by brokers in "street name." The Company
has not declared any cash dividends on its Common Stock during its fiscal years
ended on March 31, 2001 or 2002. The Board of Directors of the Company has made
no determination to date to declare cash dividends during the foreseeable
future.

ITEM 6      MANAGEMENT'S DISCUSSION AND ANALYSIS

     Certain Statements in this Form 10-KSB may constitute "forward-looking
     statements" within the meaning of the Private Securities Litigation Reform
     Act of 1995 (the "Reform Act"). Such forward-looking statements involve
     known and unknown risks, uncertainties and other factors that may cause the
     actual results, performances or achievements of the Company to differ
     materially. Examples of forward-looking statements that involve risks and
     uncertainties include the Company's evaluation of the potential return on
     current investments as well as speculation regarding the future performance
     of newly appointed Board Members and Officers. Readers are cautioned not to
     place undue reliance on these forward-looking statements that speak only as
     of the date the statement was made.

OVERVIEW

     On December 12, 2001, the Company acquired 100% of the shares of National
     Data, Inc. ("NDI") in exchange for 10,500,000 shares of its $0.001 par
     value common stock.



                                       18
<PAGE>

     National Data Inc., located in Marietta, Georgia, is a Disaster Recovery
     and Business Continuity Company. National Data's plan is to provide data
     services with complimentary IT auditing services that safeguards valuable
     business information from avoidable natural disasters such as fires,
     floods, hurricanes, tornadoes, etc., as well as man made disasters such as
     hackers, disgruntled employees, viruses, worms and acts of terrorism.
     National Data's IT Auditing services will assist businesses by determining
     the company's business exposure, developing a recovery plan and then
     generating appropriate security policies. The services provided by National
     Data will include Secure Backup, Disaster Recovery, Monitoring and
     Biometric vaulting. Data will be protected and stored in a highly secure
     data center and all services monitored and supported 24 hours a day, 7days
     a week in the Network Operating Center.

     The Board elected to complete the acquisition of National Data after
     considering a number of other acquisitions because the Board determined
     that National Data had good potential of becoming a profitable business at
     a reasonable capital cost.

     In order to effectively proceed with the operations of National Data, the
     Company must obtain financing and will be approaching financial
     institutions and attempting to secure equity financing. However, there is
     no guarantee that such financing will be forthcoming.

     National Data, Inc. (NDI) was established to provide key policies, products
     and services relating to digital data that assure ongoing business activity
     without threat, disruption, or loss. Digital data is relatively fragile and
     without special handling, data loss poses tremendous liability issues. A
     key function of NDI services is to reinforce and automate existing and
     proven safeguards (data backup, contingency planning, locking desktops,
     locking doors, etc.).

           NDI addresses the challenges of Business Continuity through a three
faceted strategy: Logical (data) Controls, Physical (access) Controls and
Procedural (policies and procedures) Controls. These services are:

1. Data Services (Logical)

     o    Secure off-site back-ups and data storage
     o    Disaster Recovery Services and Products/Preconfigured Servers
     o    Remote 24/7 monitoring of customer enterprise-systems, network and
          applications

2. IT Auditing Services (Procedural)

     o    Disaster Recovery Planning and Business Continuity Planning
     o    Vulnerability Assessment
     o    Security Policy and Documentation

3. Access Control Services (Physical)

     o    Physical Access software tools
     o    Logical Access software tools
     o    BioMeta plug-ins to tightly integrate and ensure data continuity
     o    Biometric vaulting ASP delivery model for selected access control
          services
     o    Secure backup for Video Data

The Company's plan of operation for the next 12 months is to focus on the
development of the business of NDI and DataAssure both in the form of direct
sales as well as through the Value Added Reseller/Dealer network offering
products and services which would compliment those of NDI. In addition, the
Company plans to establish a distributorship for its products and services in
Canada.



                                       19
<PAGE>

The Company is basing its business plan on the trend towards greater security
needs following the events of September 11, 2001 and is hopeful that this trend
will have a material impact on the Company's revenues from continuing operations

In addition to revenues generated from the business, the Company sustains
corporate operations through loans from related parties until such time as the
business revenues are sufficient to sustain the operations and Management can
raise the funding necessary to advance its business plan. In order to
effectively proceed with the operations of the Company, it must obtain
financing. However, there are currently no material commitments for such
financing and there is no guarantee that such financing will be forthcoming.

RESULTS OF OPERATIONS

The following discussion refers to the twelve-month period ended March 31, 2002
and the twelve-month period ended March 31, 2001.

For the year ended March 31 2002, the Company had Revenues since inception of
$228,002 with a net loss since inception of $574,813. This is compared with nil
revenues for the year ended March 31, 2001. Since the Company had no revenues
prior to the acquisition of National Data Inc., all revenues and expenses can be
attributed to the operations of the Company in the data backup and security
business.

General and administrative expenses for 2001 were $8.032 as compared with
$232,941 in 2002. The increase is primarily attributable to the costs associated
with operating the businesses within the Company, legal and accounting fees.

ITEM 7     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


See Pages F-1 through F-14




                                       20

<PAGE>

ITEM 8     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE


On May 14, 2001, Dicut was notified of the death of Barry Friedman, the
company's independent auditor.

During the Company's two most recent fiscal years and the subsequent interim
period preceding the death of Mr. Friedman, there were no disagreements between
Dicut and Mr. Friedman with respect to any matter of accounting principles or
practices, financial statement disclosure or audit scope or procedure. The
report on the company's financial statements prepared by Mr. Friedman for either
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.

On May 14, 2001, Dicut engaged G. Brad Beckstead, CPA as the company's
independent auditor to audit the company's financial statements. Neither the
company nor anyone on its behalf has consulted G. Brad Beckstead, CPA during the
two most recent fiscal years regarding any matter for which reporting is
required under Regulation S-B, Item 302 (a) (2) (i) or (ii) and the related
instructions. The decision to engage G. Brad Beckstead, CPA was approved by the
Board of Directors.


                                       21


<PAGE>




                                    PART III

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT


NAME                   AGE       POSITION
-----                  ----      --------
Raj Kalra               38       Chairman and CEO
Pierre Quilliam         63       Director and President
Kerry Moody             44       Executive Vice President
Don Yochum              47       Executive Vice President, Sales
Sam Galbraith           55       Executive Vice President, Business Development
A.J. Galiano            30       Chief Security Officer


The term of office of each director of the Company ends at the next annual
meeting of the Company's stockholders or when such director's successor is
elected and qualifies. No date for the annual meeting of stockholders is
specified in the Company's bylaws or has been fixed by the Board of Directors.
Pursuant to the Company's bylaws, the date of the annual meeting is to be
determined by the current Board of Directors.

The following information sets forth the backgrounds and business experience of
the directors, executive officers and key employees:

RAJ KALRA, CHAIRMAN AND CHIEF EXECUTIVE OFFICER - Mr. Kalra has been the
Company's Chairman and chief executive officer since December 2001. From October
2000 to December 2001, Mr. Kalra was president of Acsys Biometrics USA Inc. From
January 1997 to October 2000, Mr. Kalra was Chief Operating Officer of Investco
Corp., a/ka/ Mark I Industries, Inc., a/k/a Foodvision.com, Inc. Mr. Kalra has a
degree in Hotel and Restaurant Management from Hotel Consult, Switzerland. Mr.
Kalra has also received certificates in accounting and retail operations with
post degree courses in business management, finance and computer science.

PIERRE QUILLIAM, DIRECTOR, PRESIDENT - Mr. Quilliam has served as a director and
president of the Company since September 19, 2001, and additionally served as
chief executive officer of the Company from September 19, 2001 to December 12,
2001. In September 2000, Mr. Quilliam was elected to the Board of Directors, and
also appointed President and Chief Executive Officer, of American Electric
Automobile Company, Inc., which is publicly traded on the Pink Sheets under the
symbol "AEAC." >From 1975 to 1980, Mr. Quilliam established and operated Outico,
Ltd., a reseller of industrial tools and equipment. From 1980 to the present,
Mr. Quilliam has established and managed ten companies in various capacities,
including finance, consulting, accounting and management. On November 19, 2001,
a legal proceeding was commenced in United States District Court, Southern New
York, against the Company and Pierre Quilliam, President of the Company by
Deborah Donoghue for short swing profits allegedly realized by Mr. Quilliam. Mr.
Quilliam has filed a motion to dismiss the action on the grounds that the court
does not have jurisdiction over him. The Company is currently investigating the
allegations.



                                       22
<PAGE>

KERRY MOODY, EXECUTIVE VICE PRESIDENT - has been National Data, Inc.'s vice
president of government Affairs since January 2002. From October 2000 to
December 2001, Mr. Moody was Vice President of government affairs for Acsys
Biometrics USA, Inc. From January 1999 to October 2000, Mr. Moody was Chief
Executive Officer ASAP Connect, Inc. From January 1995 to December 1998, Mr.
Moody was Executive Vice President of First Merchant Associates.

DON YOCHUM, EXECUTIVE VICE PRESIDENT, SALES - Mr Yochum has been National Data,
Inc.'s Executive Vice President of Sales since December 2001. From October 2000
to November 2001, Mr. Yochum was Executive Vice President of Sales for Acsys
Biometrics USA, Inc. From January 1996 to December 2000, Mr. Yochum was Vice
President of Channel Sales for Amquest, Inc.

SAM GALBRAITH, EXECUTIVE VICE PRESIDENT, BUSINESS DEVELOPMENT - Mr. Galbraith
has been the National Data, Inc.'s Director of Operations since November 2001.
From November 2000 to November 2001, Mr. Galbraith was Director of Operations
for Platinum Intermedia, Inc. From January 2000 to October 2000, Mr. Galbraith
was Director of Operations for Foodvision, Inc. From May 1998 to January 2000,
Mr. Galbraith was Vice president of Sales and Marketing for Gemini Foods
International. From April 1996 to December 1998, Mr. Galbraith was President and
Chief Operating Officer of Tri-M Management, Inc.

A. J. GALIANO, CHIEF SECURITY OFFICER - Mr. Galiano has been National Data,
Inc.'s Chief Information and Security Officer since January 2002. From December
1999 to January 2001, Mr. Galiano was Director of Network Operations/Engineering
for Interliant, Inc. From June 1998 to December 1999, Mr. Galiano was Principle,
Network Architect/Manager Network Operations for Interliant, Inc. From June 1997
to June 1998, Mr. Galiano was Senior Business Systems Consultant Exploration
Resources consulting group

At this time, the board does not have any committees, including an audit,
nominating or compensation committee.

There are no family relationships among any of the officers or directors of the
Company.

Compliance with Section 16

Based on the Company's review of filings received by it through April 26, 2002,
the Company believes that certain officers and directors may not have filed
certain forms required by Section 16 of the Securities Exchange Act of 1934, as
follows: Raj Kalra filed his initial Form 3 24 days late; Fred McNorton and
Richard Davis may not have filed Form 3's with respect to their becoming
reporting persons, and did not file a Form 4 or 5 reporting their return to the
Company of their shares of common stock in the Company or, to the extent
required by Section 16(a), their cessation as reporting persons on August 8,
2001; Pierre Quilliam filed an amended Form 4 to report certain transactions in
the Company's securities that were inadvertently omitted from a prior Form 4.


                                       23

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the compensation earned by the Company's Chief
Executive Officers during the last three fiscal years and other officers who
received compensation in excess of $100,000 during any of the last three fiscal
years. In accordance with Item 402(a)(5), the Company has omitted certain
columns from the table required by Item 402(b).

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE



               NAME AND PRINCIPAL POSITION                                         ANNUAL COMPENSATION
               ---------------------------                                         -------------------
<S>                                                                                 <C>         <C>     <C>
                                                                                     2001    2000    1999

Fred McNorton, President and Director (1)                                           $     0     $ 0     $ 0
Stephen Nemergut, President and Director (2)                                              0     $ 0     $ 0
Pierre Quilliam, Chief Executive Officer, President and Director (3)                $ 9,110     $ 0     $ 0
Raj Kalra, Chief Executive Officer and Director (4)                                 $ 9,110     $ 0     $ 0

</TABLE>
(1)  Mr. McNorton's served as President from inception of the Company to August
     8, 2001.

(2)  Mr. Nemergut served as President from August 8, 2001 to September 19, 2001.

(3)  Mr. Quilliam served as Secretary/Treasurer of the Company from August 8,
     2001 to September 19, 2001. He then served as Chief Executive Officer of
     the Company from September 19, 2001 to December 12, 2001, and as President
     from September 19, 2001 to the present. Mr. Quilliam's compensation is
     based on an employment agreement dated December 12, 2001 that provides for
     a base salary of $175,000 per year.

(4)  Mr. Kalra served as Chief Executive Officer of the Company from December
     12, 2001 to the present. Mr. Kalra's compensation is based on an employment
     agreement dated December 12, 2001 that provides for a base salary of
     $175,000 per year.

The Company did not grant any options or stock appreciation rights or make an
award under any long-term incentive plan to any of its named executive officers
during the last fiscal year. The Company did not re-price any options or stock
appreciation rights during the last fiscal year. The Company did not have
outstanding any options or stock appreciation rights at the end of each of its
last two fiscal years. During the last fiscal year, no options or stock
appreciation rights were exercised by any of the named executive officers.


                                       24

<PAGE>

                 EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS

On December 12, 2001, the Company entered into identical Employment Agreements
with Raj Kalra and Pierre Quilliam. The Employment Agreements provide that
Messrs. Kalra and Quilliam shall be employed by the Company for a term of three
years, and are entitled to a base salary of $175,000 in the first year, $200,000
in the second year, and $225,000 in the third year. Messrs. Kalra and Quilliam
are also be entitled to a commission on sales generated by them consistent with
the Company's commission policy for all sales personnel. In addition, they are
each entitled to an incentive bonus equal to 10% of the Company's adjusted net
profits for the fiscal year beginning in 2002. Further, they are each entitled
to 8 weeks paid holiday and 14 personal days, sick leave, medical and group
insurance, participation in pension or profit sharing plans of the Company, and
a car allowance of up to $2,000 per month. In the event of a termination of the
Employment Agreement without cause by the Company, they will be entitled to
severance equal to 75% of their remaining base salary under the Employment
Agreements. The Employment Agreements contain provisions prohibiting them from
competing with the Company or soliciting customers or employees from the Company
for a period of one year following the termination of their employment.

                            COMPENSATION OF DIRECTORS

The Company currently does not pay its directors any compensation for their
services as directors, but would reimburse directors for any reasonable
out-of-pocket expenses incurred in attendance at board meetings or any expenses
generated in connection with the performance of services on the behalf of the
Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of April 22, 2002, as to
the Company's common stock beneficially owned by (i) each executive officer and
director of the Company, (ii) all directors and executive officers of the
Company as a group, and (iii) any person who is known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of the Company's
common stock.
<TABLE>
<CAPTION>
                                                                                   AMOUNT AND NATURE
                           NAME AND ADDRESS OF BENEFICIAL OWNER                   OF BENEFICIAL OWNERSHIP      PERCENT OF CLASS (1)
                           -------------------------------------                 ------------------------      ----------------
<S>       <C>                                                     <C>              <C>                                 <C>
Raj Kalra 2150 Northwest Parkway, S.E., Suite H Marietta, Georgia 30067            10,500,000                          59.3%
Pierre Quilliam (2) Northwest Parkway, S.E., Suite H Marietta, Georgia 30067            1,000                            --
All Officers and Directors as a Group                                              10,501,000                          59.3%
</TABLE>


(1)  Based upon 17,696,192 common shares issued and outstanding as of April 22,
     2002.
(2)  Mr. Quilliam's shares are held by a company that he controls.


                                       25


<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through December 31, 2001, companies controlled by Pierre Quilliam had made
loans to the Company in the amount of $80,430. The loans are unsecured demand
loans that bear interest at 8% per annum.

          AMENDMENT TO INCREASE AUTHORIZED SHARES TO 150,000,000 SHARES

The Company is presently authorized to issue 20,000,000 shares of common stock,
par value $0.001 per share, of which 17,696,192 are issued and outstanding. The
Company anticipates the need to issue additional shares in order to raise
capital, offer employee stock option plans to attract and retain its employees,
and to make one or more acquisitions of firms in the same industry. However,
there are not sufficient authorized shares to accomplish those goals. Therefore,
the Board of Directors has determined that it is the best interests of the
Company to increase the number of authorized shares of common stock by approving
the Increase Amendment. The Increase Amendment will increase the number of
authorized shares of common stock to 150,000,000. In the event the Increase
Amendment is not approved, the Company will not be able to raise capital, offer
employee stock option plans to attract and retain its employees, or make
acquisitions of other firms in the same industry. In the event the Increase
Amendment is approved, the Company will be able to issue additional shares,
which will result in a reduction in existing shareholders' proportionate
interest in the Company. In the event new shares are issued for less than the
book value of the Company's shares prior to the issuance, then existing
shareholders would suffer an immediate reduction in the book value of their
shares in the Company.


ITEM 13       EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


EXHIBITS AND REPORTS ON FORM 8-K.
     (a)   Exhibits.

   3.1(i)         Articles of Incorporation*
   3.1(ii)        By-Laws*
   4.1            Instruments defining the rights of holders*
   10.1           Agreement to purchase National Data Inc.**
   11.1           Computation of per share earnings
   16.1           Letter on change in certifying accountants***


 *  Filed by reference to a Form 10SB filed on March 30, 2000.

 ** Filed by reference to a Form 8K/A filed on February 14, 2002.

*** Filed by reference to a Form 8k filed on May 16, 2001.

     (b)   Reports on Form 8-K.

     On February 14, 2002 and February 20, 2002 8-K/As were filed on the
acquisition of National Data Inc.

     On March 21, 2002 an 8-K was filed reporting on the Company entering into
an agreement to purchase DataAssure Systems Inc.


                                       26

<PAGE>



BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS
                                                         3340 Wynn Road, Suite C
                                                             Las Vegas, NV 89102
                                                                    702.257.1984
                                                                702.362.0540 fax

July 15, 2002


To Whom It May Concern:

We have issued my report dated July 15, 2002, accompanying the consolidated
financial statements of Dicut, Inc. on Form 10-SB for the period of November 28,
2001 (inception date) through March 31, 2002. We hereby consent to the
incorporation by reference of said report on the Annual Report of Dicut, Inc. on
Form 10-SB.

Signed,



Beckstead and Watts, LLP
G. Brad Beckstead, CPA
Partner


<PAGE>

















                                  DICUT, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                     AS OF

                                 MARCH 31, 2002

                                      AND

                     CONSOLIDATED STATEMENT OF OPERATIONS,
                      CHANGES IN STOCKHOLDERS' EQUITY, AND

                                   CASH FLOWS

                                 FOR THE PERIOD

                     NOVEMBER 28, 2001 (DATE OF INCEPTION)
                                    THROUGH

                                 MARCH 31, 2002


<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE

Independent Auditor's Report                                                1

Consolidated Balance Sheet                                                  2

Consolidated Statement of Operations                                        3

Consolidated Statement of Changes in Stockholders' Equity                   4

Consolidated Statement of Cash Flows                                        5

Footnotes                                                                   6


<PAGE>
BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS

                                                         3340 Wynn Road, Suite C
                                                             Las Vegas, NV 89102
                                                                    702.257.1984

                                                                702.362.0540 fax

                          INDEPENDENT AUDITOR'S REPORT

July 15, 2002

Board of Directors
Dicut, Inc.
Marietta, Georgia

We have audited the Consolidated Balance Sheet of Dicut, Inc. (the "Company") (A
Development Stage Company), as of March 31, 2002, and the related Consolidated
Statement of Operations, Stockholders' Equity, and Cash Flows for the period
November 28, 2001 (Date of Inception) to March 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
my audit.

We conducted my audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement
presentation. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Dicut, Inc. (A
Development Stage Company) as of March 31, 2002, and the results of its
operations and cash flows for the period November 28, 2001 (Date of Inception)
to March 31, 2002, in conformity with generally accepted accounting principles
in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Beckstead and Watts, LLP
G. Brad Beckstead, CPA
Partner

                                      F-1


<PAGE>

                                                Dicut, Inc.
                                       (a Development Stage Company)
                                        Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                 March 31, 2002
                                                                               -----------------
ASSETS

Current assets:
<S>                                                                            <C>
    Cash                                                                       $         24,896
    Accounts receivable                                                                 152,890
    Employee advances                                                                     8,000
    Deposits                                                                              1,650
    Other current assets                                                                  1,578
                                                                               -----------------
       Total current assets                                                             189,014
                                                                               -----------------

Fixed assets, net                                                                       178,544

Goodwill                                                                                839,494
                                                                               -----------------

                                                                               $      1,207,052
                                                                               =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                           $        218,121
    Accrued salaries & wages                                                            259,947
    Accrued executive compensation                                                      102,083
    Loans from shareholders - related party                                             263,146
    Notes payable                                                                        34,000
    Payroll taxes payable                                                                 9,731
    Accrued interest payable                                                                227
                                                                               -----------------
       Total current liabilities                                                        887,255
                                                                               -----------------

Stockholders' equity:
    Common stock, $0.001 par value, 20,000,000 shares
       authorized, 14,640,000 shares issued and outstanding                              14,640
    Additional paid-in capital                                                          875,967
    Treasury stock                                                                        4,230
    (Deficit) accumulated during development stage                                     (575,040)
                                                                               -----------------
                                                                                        319,797

                                                                               -----------------
                                                                               $      1,207,052
                                                                               =================


                                      F-2

<PAGE>

                                              DICUT, INC.
                                     (A DEVELOPMENT STAGE COMPANY)

                                  CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                            November 28, 2001
                                                                                              (Inception) to

                                                                                                March 31, 2002
                                                                                        ---------------------


Revenue                                                                                 $            228,002
                                                                                        ---------------------

Expenses:
    General & administrative expenses                                                                232,941
    Salaries & wages                                                                                 303,160
    Executive compensation                                                                           102,083
    Consulting expense                                                                                82,000
    Commission expense                                                                                40,000
    Bad debt expense                                                                                  32,229
    Depreciation                                                                                      10,402
                                                                                        ---------------------
      Total expenses                                                                                 802,815
                                                                                        ---------------------

Other expense:
    Interest expense                                                                                     227
                                                                                        ---------------------

Net (loss)                                                                              $           (575,040)
                                                                                        =====================

Weighted average number of
    common shares outstanding - basic and fully diluted                                           13,932,097

Net (loss) per share - basic and fully diluted                                                         (0.04)



                                      F-3

<PAGE>

          DICUT, INC.

                              (a Development Stage Company)
                Consolidated Statement of Changes in Stockholders' Equity


                                                                                                        (Deficit)
                                                                                                       Accumulated
                                         Common Stock              Additional                          During             Total
                                                                     Paid-in          Treasury        Development      Stockholders'
                                   Shares          Amount          Capital           Stock              Stage             Equity
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------

March 1997
    Founder shares                  4,230,000   $            1   $        9,399   $            -    $           -   $        9,400

Net (loss)
    For the year ended
    March 31, 1997                                                                                              -                -
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------

Balance, March 31, 1997             4,230,000                1            9,399                -                -            9,400

January 1998
    504 Offering                    4,140,000                1            9,199                -                             9,200

Net (loss)
    For the year ended
    March 31, 1998                                                                                              -                -
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------

Balance, March 31, 1998             8,370,000                2           18,598                -                -           18,600

Net (loss)
    For the year ended
    March 31, 1999                                                                                              -                -
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------
Balance, March 31, 1999             8,370,000                2           18,598                -                -           18,600
October 1999
    Amended par value                       -              184             (184)               -                                 -
January 2000
    Reclassification of
    paid-in capital                         -            8,184           (8,184)               -                                 -

Net (loss)
    For the year ended
    March 31, 2000                                                                                              -                -
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------
Balance, March 31, 2000             8,370,000            8,370           10,230                -                -           18,600

Net (loss)
    For the year ended
    March 31, 2001                                                                                              -                -
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------
Balance, March 31, 2001             8,370,000            8,370           10,230                -                -           18,600

December 2001
    Return to
    treasury stock                 (4,230,000)          (4,230)               -            4,230                                 -

December 2001
    Shares issued for
    acquisition                    10,500,000           10,500          889,500                -                           900,000

March 2002
    Recapitalization adjustment             -                -          (23,763)               -                           (23,763)

Net (loss)
    For the period ended
    March 31, 2002                                                                                       (575,040)        (575,040)
                                --------------  ---------------  ---------------  ---------------   --------------  ---------------

Balance, March 31, 2002            14,640,000   $       14,640   $      875,967   $        4,230    $    (575,040)  $      319,797
                                ==============  ===============  ===============  ===============   ==============  ===============



                                      F-4

<PAGE>

                                   DICUT, INC.
                          (a Development Stage Company)
                      Consolidated Statement of Cash Flows

                                                              November 28, 2001
                                                               (Inception) to
                                                                March 31, 2002
                                                              ------------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)                                                    $        (575,040)
Depreciation                                                             10,402
Adjustments to reconcile net (loss) to
    net cash provided by operating activities:
       (Increase) in accounts receivable                               (152,890)
       (Increase) in employee advances                                   (8,000)
       (Increase) in deposits                                            (1,650)
       (Increase) in other current assets                                (1,578)
       Increase in accounts payable                                     212,958
       Increase in accrued salaries & wages                             259,947
       Increase in accrued executive compensation                       102,083
       Increase in loans from shareholders - related party              137,931
       Increase in notes payable                                         34,000
       Increase in payroll taxes payable                                  9,731
       Increase in accrued interest payable                                 227
                                                              ------------------
Net cash provided by operating activities                                28,121
                                                              ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of fixed assets                                             (3,225)
                                                              ------------------
Net cash (used) by investing activities                                  (3,225)
                                                              ------------------


CASH FLOWS FROM FINANCING ACTIVITIES                                          -
                                                              ------------------

Net increase in cash                                                     24,896
Cash - beginning                                                              -
                                                              ------------------
Cash - ending                                                 $          24,896
                                                              ==================

Supplemental disclosures:
    Interest paid                                             $               -
                                                              ==================
    Income taxes paid                                         $               -
                                                              ==================

</TABLE>




                                      F-5

<PAGE>


                                   DICUT, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                                      NOTES

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized May 31, 1994 (Date of Inception) under the laws of the
State of Delaware, as Dicut, Inc. The Company has minimal operations and in
accordance with SFAS #7, the Company is considered a development stage company.
The Company is authorized to issue 20,000,000 shares of $0.001 par value common
stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

CASH AND CASH EQUIVALENTS

   For the purpose of the statements of cash flows, all highly liquid
   investments with an original maturity of three months or less are considered
   to be cash equivalents. There are no cash equivalents as of March 31, 2002.

FIXED ASSETS

   The cost of fixed assets is depreciated over the estimated useful life of the
   fixed assets utilizing the straight-line method of depreciation based on the
   following estimated useful lives

                               Computer equipment             3 years
                               Furniture & fixtures           7 years

REVENUE RECOGNITION

   The Company recognizes revenue and related costs of sales on the accrual
basis.

ADVERTISING COSTS

   The Company expenses all costs of advertising as incurred. There were
   advertising costs in the amount of $350 included in general and
   administrative expenses as of March 31, 2002.

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 reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenue and expenses during the reporting period.
   Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

   Fair value estimates discussed herein are based upon certain market
   assumptions and pertinent information available to management as of March 31,
   2002. The respective carrying value of certain on-balance-sheet financial
   instruments approximated their fair values. These financial instruments
   include cash and accounts payable. Fair values were assumed to approximate
   carrying values for cash and payables because they are short term in nature
   and their carrying amounts approximate fair values or they are payable on
   demand.

IMPAIRMENT OF LONG-LIVED ASSETS

   Long-lived assets 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. No such impairments have been
   identified by management at March 31, 2002.

                                      F-7

<PAGE>



REPORTING ON THE COSTS OF START-UP ACTIVITIES

   Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
   Activities," which provides guidance on the financial reporting of start-up
   costs and organizational costs, requires most costs of start-up activities
   and organizational costs to be expensed as incurred. SOP 98-5 is effective
   for fiscal years beginning after December 15, 1998. With the adoption of SOP
   98-5, there has been little or no effect on the Company's financial
   statements.

LOSS PER SHARE

   Net loss per share is provided in accordance with Statement of Financial
   Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
   share is computed by dividing losses available to common stockholders by the
   weighted average number of common shares outstanding during the period. The
   Company had no dilutive common stock equivalents, such as stock options or
   warrants as of March 31, 2002.

DIVIDENDS

   The Company has not yet adopted any policy regarding payment of dividends. No
   dividends have been paid or declared since inception.

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.

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.

   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.

                                      F-8

<PAGE>

RECENT PRONOUNCEMENTS

   In June 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
   "Goodwill and Other Intangible Assets," were issued. SFAS No. 141 requires
   that all business combinations initiated after June 30, 2001 be accounted for
   using the purchase method of accounting, and that identifiable intangible
   assets acquired in a business combination be recognized as an asset apart
   from goodwill, if they meet certain criteria. The impact of the adoption of
   SFAS No. 141 on our reported operating results, financial position and
   existing financial statement disclosure is not expected to be material.

   SFAS No. 142 applies to all goodwill and identified intangible assets
   acquired in a business combination. Under the new standard, all goodwill and
   indefinite-lived intangible assets, including that acquired before initial
   application of the standard, will not be amortized but will be tested for
   impairment at least annually. The new standard is effective for fiscal years
   beginning after December 15, 2001. Adoption of SFAS No. 142 will result in
   the elimination of approximately $82,000 of annual amortization. The Company
   does not expect to recognize any impaired goodwill as of January 1, 2002.

   In July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations,"
   was issued which requires the recognition of a liability for an asset
   retirement obligation in the period in which it is incurred. When the
   liability is initially recorded, the carrying amount of the related
   long-lived asset is correspondingly increased. Over time, the liability is
   accreted to its present value and the related capitalized charge is
   depreciated over the useful life of the asset. SFAS No. 143 is effective for
   fiscal years beginning after June 15, 2002. The impact of the adoption of
   SFAS No. 143 on the Company's reported operating results, financial position
   and existing financial statement disclosure is not expected to be material.

   In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
   Long-Lived Assets," was issued. This statement addresses the financial
   accounting and reporting for the impairment or disposal of long-lived assets
   and broadens the definition of what constitutes a discontinued operation and
   how results of a discontinued operation are to be measured and presented. The
   provisions of SFAS No. 144 are effective for financial statements issued for
   fiscal years beginning after December 15, 2001. The impact of the adoption of
   SFAS No. 144 on our reported operating results, financial position and
   existing financial statement disclosure is not expected to be material.

STOCK-BASED COMPENSATION

   The Company accounts for stock-based awards to employees in accordance with
   Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
   Employees" and related interpretations and has adopted the disclosure-only
   alternative of FAS No.

   123, "Accounting for Stock-Based Compensation."
   Options granted to consultants, independent representatives and other
   non-employees are accounted for using the fair value method as prescribed by
   FAS No. 123.


                                      F-9

<PAGE>

YEAR END

   The Company has adopted March 31 as its fiscal year end.

NOTE 3 - GOING CONCERN

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As at March 31, 2002, the Company
has recognized minimal revenue to date and has accumulated operating losses of
approximately $(574,813) since inception. The Company's ability to continue as a
going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to further
development of the Company's products, to provide financing for marketing and
promotion, to secure additional property and equipment, and for other working
capital purposes. While the Company is expending its best efforts to achieve the
above plans, there is no assurance that any such activity will generate funds
that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might arise from this uncertainty.


NOTE 4 - FIXED ASSETS

Fixed assets are recorded at cost. Depreciation is computed using the
straight-line method. Estimated service lives of fixed assets range from 3 to 7
years.

The Company acquired fixed assets totaling $188,946 and recorded depreciation
expense of $10,402 as of March 1, 2002.

Some of the computer equipment valued at $125,215 was purchased from Raj Kalra,
the CEO, director and shareholder of the Company. As of March 31, 2002, the
Company has made no payments to Mr. Kalra for the assets. In addition, the
Company acquired fixed assets totaling $60,506 from National Data, Inc.; a
company formerly owned 100% by Mr. Kalra.

NOTE 5 - ACCRUED EXECUTIVE COMPENSATION

On December 12, 2001, the Company entered into a three year Employment Agreement
with Raj Kalra, it's CEO, director and shareholder, whereby the Company is to
pay Mr. Kalra an annual base salary of $175,000 for the first year, $200,000 in
the second year and $225,000 in the third year. For the period ended March 31,
2002, the amount accrued was $51,042. In addition, Mr. Kalra will receive a
bonus equal to 10% of the adjusted net profits beginning with the year ended
March 31, 2002. As of March 31, 2002, no accruals have been made for bonuses.

On December 12, 2001, the Company entered into a three year Employment Agreement
with Pierre Quilliam, it's President, director and shareholder, whereby the
Company is to pay Mr. Quilliam an annual base salary of $175,000 for the first
year, $200,000 in the second year and $225,000 in the third year. For the period
ended March 31, 2002, the amount accrued was $51,042. In addition, Mr. Quilliam
will receive a bonus equal to 10% of the adjusted net profits beginning with the
year ended March 31, 2002. As of March 31, 2002, no accruals have been made for
bonuses.


                                      F-10

<PAGE>

NOTE 6 - LOANS FROM SHAREHOLDERS - RELATED PARTY

The Company purchased furniture totaling $125,215 from Raj Kalra, the CEO,
director and shareholder of the Company in exchange for a note payable. In
addition, Mr. Kalra loaned the Company $29,210. The notes are due upon demand
and bears zero interest.

The Company was loaned $98,720 from Pierre Quilliam, the Company's president,
director, and shareholder. The note is due upon demand and bears zero interest.

The Company was loaned $10,000 from AJ Galliano, the Company's Chief Technical
Officer. The note is due upon demand and bears zero interest.

NOTE 7 - NOTES PAYABLE

On January 31, 2002, the Company was loaned $34,000 from Partner's Group. The
note is due on January 31, 2003 and bears 4% interest. As of March 31, 2002, the
Company has accrued interest in the amount of $227.


NOTE 8 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred tax
assets and liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.

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 are as follows:

                                 U.S federal statutory rate      (34.0%)
                                 Valuation reserve                34.0%
                                                                   -----

                     Total                                            -%
                                                                  ======

As of March 31, 2002, the Company has a net operating loss carry forward of
approximately $574,813 respectively, for tax purposes, which will be available
to offset future taxable income. If not used, this carry forward will expire in
2022.


                                      F-11

<PAGE>

NOTE 9 - STOCKHOLDER'S EQUITY

The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock.

All share and per share amounts have been retroactively restated to reflect the
splits discussed below.

On March 15, 1997, the Company issued 4,230,000 shares of its $0.001 par value
common stock to two of its founders and directors valued at $9,400.

On January 31, 1998, the Company issued 4,140,000 of its $.001 par value common
stock for total cash of $9,200 pursuant to a Regulation D, Rule 504 of the SEC
1933 Securities Act offering.

On October 25, 1999, the State of Delaware approved the Company's restated
Articles of Incorporation, which changed the par value from $0.00001 to $0.001.

On January 15, 2000, the Company effected a 45-for-1 forward stock split of its
$0.001 par value common stock.

On December 12, 2001, the Company cancelled 4,230,000 shares of its $0.001 par
value common stock and returned the shares to treasury stock.

On December 12, 2001, the Company issued 10,500,000 shares of its $0.001 par
value common stock to the shareholders of National Data, Inc. ("NDI") in
exchange for 100% of the outstanding common stock of NDI. The acquisition was
valued at $60,506, the cost of the underlying fixed assets.

There have been no other issuances of common stock.

NOTE 10 - WARRANTS AND OPTIONS

As of March 31, 2002, there are no warrants or options outstanding to acquire
any additional shares of common stock.


                                      F-12


<PAGE>




NOTE 11 - RELATED PARTY TRANSACTIONS

On December 12, 2001, the Company entered into a three year Employment
Agreements with Raj Kalra, it's CEO, director and shareholder and Pierre
Quilliam, it's President, director and shareholder, whereby the Company is to
pay each individual an annual base salary of $175,000 for the first year,
$200,000 in the second year and $225,000 in the third year. For the period ended
March 31, 2002, the amounts accrued was $102,083. In addition, each individual
will receive a bonus equal to 10% of the adjusted net profits beginning with the
year ended March 31, 2002. As of March 31, 2002, no accruals have been made for
bonuses.

The Company purchased furniture totaling $125,215 from Raj Kalra, the CEO,
director and shareholder of the Company in exchange for a note payable. In
addition, Mr. Kalra loaned the Company $29,210. The notes are due upon demand
and bears zero interest.

The Company was loaned $98,720 from Pierre Quilliam, the Company's president,
director, and shareholder. The note is due upon demand and bears zero interest.

The Company was loaned $10,000 from AJ Galliano, the Company's Chief Technical
Officer. The note is due upon demand and bears zero interest.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 12 - REVERSE ACQUISITIONS AGREEMENT WITH NATIONAL DATA, INC. (NDI)

On December 12, 2001, the Company entered into an agreement with NDI whereby the
Company acquired all of the issued and outstanding common stock of NDI in
exchange for 10,500,000 voting shares of the Company's $0.001 par value common
stock. The acquisition was accounted for using the purchase method of accounting
as applicable to reverse acquisitions because the former stockholders of the NDI
controlled the Company's common stock immediately upon conclusion of the
transaction. Under reverse acquisition accounting, the post-acquisition entity
was accounted for as a recapitalization of NDI. The common stock issued was
recorded at $60,506, being the fair value of the Company's assets on the
acquisition date.

Unaudited Pro-forma revenue, net income and income per share assuming the
transaction had been completed on November 28, 2001 (date of inception of NDI)
is as follows:

                                                   Nine months ended
                                                     December 31

                                                   2001                 2000
                                         -----------------------------------
      Revenue                            $            -     $              -
      Net income for the period          $            -     $              -
      Income per share                   $         0.00     $           0.00




The continuing company has retained March 31 as its fiscal year end.




                                      F-13

<PAGE>



NOTE 13 - CONTRACTS AND AGREEMENTS

On December 12, 2001, the Company has assumed a lease for office space with
future minimum annual rental payments as follows:

 YEAR       ANNUAL RENT

2002       $  58,413
2003          60,166
2004          61,971
           ---------

Total       $180,550

During the period ended March 31, 2002, the Company has paid a total of $20,514
for rent expense.

On January 29, 2002, the Company signed a contract for approximately $2 million
to supply the NDI Smart Card Solution to a major manufacturer in the
computer-based training industry.

On February 21, 2002, the Company signed a Purchase Agreement to acquire 100% of
the shares of DataAssure Systems, Inc. in exchange for 1,500,000 shares of the
Company's $0.001 par value common stock. Pursuant to the Agreement, the Company
has also agreed to repay $85,000 in loans made to DataAssure by DataAssure
shareholders. As of March 31, 2002, the Company is still working on the due
diligence and has not finalized this acquisition.

On March 24, 2002, the Company signed a Purchase Agreement to acquire 100% of
the ownership of Arcore Technologies, LLC (Arcore) in exchange for $2,000,000 to
be paid in $25,000 installments commencing ninety days with a balloon payment of
$250,000. In addition, Arcore will receive royalties equal to 5% of the net
sales of any software products and technology acquired. As of March 31, 2002,
the Company was still working on the due diligence and has not finalized this
acquisition.

NOTE 14 - MATERIAL EVENTS

The Company has identified alleged short swing profits under Section 16(b) of
the Securities Exchange Act of 1934 incurred by Pierre Quilliam, the Company's
president, with respect to purchases and sales of the Company's securities in
the period from August 2001 to March 2002. Mr. Quilliam has agreed to repay any
short swing profits by offsetting personal loans made to the Company and accrued
salary owed pursuant to his employment agreement. As of March 31, 2002, Mr.
Quilliam has not repaid any monies to the Company.

NOTE 15 - SUBSEQUENT EVENTS

The Company is utilizing the services of a data center to house its central
computer. A lease is being negotiated with an anticipated monthly lease payment
of $4,500 for 36 months.

On April 5, 2002, the Company signed a Management and Option to Purchase
Agreement with Expidant, Inc. (Expidant). The Company will be the general
manager of Expidant until July 1, 2006 and has the option to purchase Expidant
for $10, which expires of July 1, 2006.

On June 6, 2002, the Company cancelled the Purchase Agreement with Arcore
Technologies, LLC.


                                      F-14

<PAGE>








<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      DICUT, INC.

Dated: July 15, 2002                  /s/ Raj Kalra
                                      -----------------
                                      By: Raj Kalra, Chief Executive Officer

                                      /s/ Pierre Quilliam
                                      ---------------------
                                      By:  Pierre Quilliam, President