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SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-QSB

Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For Period ended June 30, 2001
Commission File Number 0-30161

DICUT, INC.

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(Exact name of registrant as specified in its charter)


|                         |  |                                     
|------------------------ |  | ------------------------------------
|DELAWARE                 |  | 52-2204952                          
|                         |  |                                     
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

12140 Cotorro Way, San Diego, CA 92128

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(Address of Principal Executive Offices) (Zip Code)


(619) 692-2142

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(Registrants telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]                      No [   ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock at the latest practicable date.

As of June 30, 2001, the registrant had 8,370,000 shares of common stock, $.001
par value, issued and outstanding.

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TABLE OF CONTENTS



|                             |  |                          |  |  |  |  |  | 
|---------------------------- |  | ------------------------ |  |  |  |  |  | 
|                             |  | BALANCE SHEETS          
|                             |  | STATEMENTS OF OPERATIONS
|                             |  | STATEMENTS OF CASH FLOWS
|                             |  | NOTES                   
|PART I FINANCIAL INFORMATION
|PART II OTHER INFORMATION   
|SIGNATURES                  



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##### Table of Contents



DICUT, INC.
(a Development Stage Company)







BALANCE SHEETS


ASSETS

|                                     |                                                                                                                      |  |             |         |           |  |     |         | 
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | --------- |  | --- | ------- | 
|                                     |                                                                                                                      |  | June 30,    |         | March 31,
|                                     |                                                                                                                      |  | 2001        |         | 2001     
|                                     |                                                                                                                      |  |             |         |          
|                                     |                                                                                                                      |  | (Unaudited) |         |           |  |    
|CURRENT ASSETS                      
|                                    
|                                    
|                                    
|                                    
|                                     | CASH                                                                                                                 |  |             | 137     |           |  |     | 163     | 
|                                     |                                                                                                                      |  |             |         |           |  |     |        
|TOTAL CURRENT ASSETS                 |                                                                                                                      |  | 137         |         |           |  | 163 |        
|                                     |                                                                                                                      |  |             |         |           |  |     |        
|TOTAL ASSETS                         |                                                                                                                      |  | 137         |         |           |  | 163 |        
|                                     |                                                                                                                      |  |             |         |           |  |     |        
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|CURRENT LIABILITIES                  |                                                                                                                      |  | 0           |         |           |  | 0   |        
|                                     |                                                                                                                      |  |             |         |           |  |     |        
|TOTAL CURRENT LIABILITIES            |                                                                                                                      |  | 0           |         |           |  | 0   |        
|                                    
|                                    
|                                    
|                                    
|STOCKHOLDERS EQUITY                 |                                                                                                                      |  |             |         |           |  |     |        
|                                    
|                                    
|                                    
|                                    
|                                     | COMMON STOCK  $.001 par value 20,000,000 shares authorized, 8,370,000 issued
and outstanding at 6/30/01 and 3/31/01 |  |             | 8,370   |           |  |     | 8,370   | 
|                                    
|                                    
|                                    
|                                    
|                                     | ADDITIONAL PAID IN CAPITAL                                                                                           |  |             | 10,230  |           |  |     | 10,230  | 
|                                    
|                                    
|                                    
|                                    
|                                     | (DEFICIT) ACCUMULATED
DURING DEVELOPMENT STAGE                                                                       |  |             | -18,463 |           |  |     | -18,437 | 
|                                     |                                                                                                                      |  |             |         |           |  |     |        
|TOTAL STOCKHOLDERS EQUITY           |                                                                                                                      |  | 137         |         |           |  | 163 |        
|                                     |                                                                                                                      |  |             |         |           |  |     |        
|TOTAL LIAB & STOCKHOLDERS EQUITY    |                                                                                                                      |  | 137         |         |           |  | 163 |        
|                                     |                                                                                                                      |  |             |         |           |  |     |        

The accompanying notes are an integral part of these financial statements.





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DICUT, INC.
(a Development Stage Company)







STATEMENTS OF OPERATIONS
(Unaudited)

|                                                     |  |          |           |          |  |         |           |             |  |  |           |  |  |         |           | 
|---------------------------------------------------- |  | -------- | --------- | -------- |  | ------- | --------- | ----------- |  |  | --------- |  |  | ------- | --------- | 
|                                                     |  |          |           |          |  |         |           |             |  |  |           |  |  | 5/31/94
|                                                     |  | 3 Months |           | 3 Months |  | Year    |           | (Inception)
|                                                     |  | Ended    |           | Ended    |  | Ended   |           | To         
|                                                     |  | 6/30/01  |           | 6/30/00  |  | 3/31/01 |           | 6/30/01    
|                                                     |  |          |           |          |  |         |           |            
|REVENUE                                              |  |          | 0         |          |  |         | 0         |             |  |  | 0         |  |  |         | 0         | 
|                                                     |  |          |           |          |  |         |           |             |  |  |           |  |  |         |           | 
|TOTAL REVENUE                                        |  |          | 0         |          |  |         | 0         |             |  |  | 0         |  |  |         | 0         | 
|                                                    
|                                                    
|                                                    
|                                                    
|EXPENSES                                             |  |          |           |          |  |         |           |             |  |  |           |  |  |         |           | 
|                                                    
|                                                    
|                                                    
|                                                    
|GENERAL, SELLING, AND ADMINISTRATIVE                 |  |          | 26        |          |  |         | 5,386     |             |  |  | 8032      |  |  |         | 18463     | 
|                                                     |  |          |           |          |  |         |           |             |  |  |           |  |  |         |           | 
|TOTAL OPERATING EXPENSES                             |  |          | 26        |          |  |         | 5,386     |             |  |  | 8,032     |  |  |         | 18,463    | 
|                                                    
|                                                    
|                                                    
|                                                    
|NET (LOSS)                                           |  |          | -26       |          |  |         | -5,386    |             |  |  | -8,032    |  |  |         | -18,463   | 
|                                                     |  |          |           |          |  |         |           |             |  |  |           |  |  |         |           | 
|NET LOSS PER SHARE                                   |  |          | 0.0000    |          |  |         | 0.0000    |             |  |  | 0.0000    |  |  |         | 0.0000    | 
|                                                    
|                                                    
|                                                    
|                                                    
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |  |          | 8,370,000 |          |  |         | 8,370,000 |             |  |  | 8,370,000 |  |  |         | 8,370,000 | 







STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                       |                    |  |          |     |          |  |             |        |  |  |         |         | 
|---------------------------------------------------------------------- | ------------------ |  | -------- | --- | -------- |  | ----------- | ------ |  |  | ------- | ------- | 
|                                                                       |                    |  |          |     |          |  |             |        |  |  | 5/31/94
|                                                                       |                    |  | 3 Months |     | 3 Months |  | (Inception)
|                                                                       |                    |  | Ended    |     | Ended    |  | To         
|                                                                       |                    |  | 6/30/01  |     | 6/30/00  |  | 6/30/01    
|                                                                       |                    |  |          |     |          |  |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                   |                    |  |          |     |          |  |             |        |  |  |         |        
|                                                                       | NET LOSS           |  |          | -26 |          |  |             | -5,386 |  |  |         | -18,463 | 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|ADJ TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | ISSUE COMMON STOCK |  |          | 0   |          |  |             | 0      |  |  |         | 9,400   | 
|                                                                       |                    |  |          |     |          |  |             |        |  |  |         |         | 
|NET CASH USED IN OPERATING ACTIVITIES                                  |                    |  | -26      |     |          |  | -5,386      |        |  |  | -9,063  |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES                                   |                    |  | 0        |     |          |  | 0           |        |  |  | 0       |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|CASH FLOWS FROM FINANCING ACTIVITIES                                   |                    |  | 0        |     |          |  | 0           |        |  |  | 9200    |        
|                                                                       |                    |  |          |     |          |  |             |        |  |  |         |         | 
|NET INCREASE (DECREASE)                                                |                    |  | -26      |     |          |  | -5,386      |        |  |  | 137     |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|CASH BEGINNING OF PERIOD                                               |                    |  | 163      |     |          |  | 8195        |        |  |  | 0       |        
|                                                                       |                    |  |          |     |          |  |             |        |  |  |         |         | 
|CASH END OF PERIOD                                                     |                    |  | 137      |     |          |  | 2,809       |        |  |  | 137     |        

The accompanying notes are an integral part of these financial statements.





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DICUT, INC.
(a Development Stage Company)







NOTES


Note 1. Basis of Presentation

The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed and omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended March 31, 2001 and notes
thereto included in the Companys 10-KSB annual report. The Company follows
the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual
results.

Note 2. 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 of June 30, 2001 the Company
has not recognized revenue to date and has accumulated operating losses of
approximately $18,463 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 3. Related party transactions

The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected
therein. 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.





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PART I FINANCIAL INFORMATION

Managements Plan of Operations

Dicuts current cash balance is $137. Until approximately September of 2001,
we believe our small cash balance is sufficient to fund minimum levels of
operations. In order to achieve our business plan goals, we will need to raise
capital through the sale of equity securities. We are a development stage
company and have generated no revenue to date. We have sold $9,200 in equity
securities to pay for our prior minimum level of operations. We have received
a going concern opinion on our financial statements that raises substantial
doubt as to our ability to continue as a going concern.

As of the date of this filing, we have taken the following steps: obtaining an
exclusive licence for the use of the HVAC proprietary design, registering its
Internet domain name on the Internet, and opening its own web page on the
Internet, and made our companys business and financial information available
to the public through filings with the Securities and Exchange Commission
subject to disclosure rule of Regulation S-B. We have obtained a listing for
public trading of our stock on the Over the Counter Electronic Bulletin Board.
We intend to seek capital of $5,000,000 through the sale of common stock in a
private placement. We believe we will be able to raise capital of $5,000,000
by March 2002. The Company intends to expend $2,500,000 for subcontractor
production of its proprietary residential Hydronic LPHVAC system, $75,000 for a
marketing manager, $75,000 for two salesmen, $30,000 for two office clerical
employees, $20,000 for set-up and maintenance of the Companys web site,
$500,000 for advertising, $50,000 for purchase of computers and fixed assets,
and $75,000 for rent and other operating expenses.

We will only be able to continue to advance our business plan if we receive
capital funding through the sale of equity securities. After raising capital,
we intend to hire employees, rent commercial space in San Diego, purchase
equipment, and begin marketing our Hydronic LPHVAC system. We intend to use
our equity capital to fund the business plan during the next twelve months as
cash flow from sales is not estimated to begin until year two of our business
plan. We will face considerable risk in each of our business plan steps, such
as difficulty of hiring competent personnel within its budget, longer than
anticipated time for subcontractors to
manufacture its residential Hydronics LPHVAC product, and a shortfall of
funding due to the
Companys inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, we will be forced to rely on
existing cash in the bank and funds loaned by the directors and officers.
Dicuts officers and directors have no formal commitments or arrangements to
advance or loan funds to Dicut. In such a restricted cash flow scenario, we
would be unable to complete our business plan steps, and would, instead, delay
all cash intensive activities. Without necessary cash flow, Dicut may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.

We have no operating history, no material current operations, and no profit.
While we believe we have made good faith estimates of our ability to secure
additional capital, there is no guarantee that we will receive sufficient
funding to implement any future business plan steps.





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FINANCIAL STATEMENTS (continued)

NOTES TO FINANCIAL STATEMENTS







PART II OTHER INFORMATION

ITEM 1           Not applicable.

ITEMS 2-4:    Not applicable

ITEM 5:          Information required in lieu of Form 8-K: None

ITEM 6:          Exhibits and Reports on 8-K:



a)   Change in Certifying Accountant Form 8-K filed May 16, 2001







SIGNATURES

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



|                     |                                                       
|-------------------- | ------------------------------------------------------
|                     | Dicut, Inc.                                           
|                    
|Dated: July 25, 2001 | /s/   Fred McNorton                                   
|                     | Fred H. McNorton
President and Chief Executive Officer