SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A



Amendment No. 2

Quarterly Report Under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For Period ended December 31, 2001



Commission File Number 0-30161

DICUT, INC.



(Exact name of registrant as specified in its charter)

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



2150 Northwest Parkway, N.E., Marietta, Georgia 30067

(Address of Principal Executive Offices) (Zip Code)

(770) 952-2654

(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__

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date: as of July 31, 2002, the registrant had 17,996,192 shares of common stock, $0.001 par value, issued and outstanding.



DICUT, INC

FORM 10-QSB REPORT INDEX

|                                                                                               | Page No.
|---------------------------------------------------------------------------------------------- | --------
|                                                                                               |         
|PART 1.  FINANCIAL INFORMATION                                                                 | 3       
|                                                                                               |         
|Item 1.  Financial Statements                                                                  | 3       
|                                                                                               |         
|Balance Sheet as of December 31, 2001                                                          | 3       
|                                                                                               |         
|Statement of Operations for the Period from November 28, 2001 (Inception) to December 31, 2001 | 4       
|                                                                                               |         
|Statement of Cash Flows for the Period from November 28, 2001 (Inception) to December 31, 2001 | 5       
|                                                                                               |         
|Notes to Financial Statements                                                                  | 6       
|                                                                                               |         
|Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation  | 8       
|                                                                                               |         
|PART II.  OTHER INFORMATION                                                                    | 10      
|                                                                                               |         
|Item 1.  Legal Proceedings                                                                     | 10      
|                                                                                               |         
|Item 2.  Changes in Securities                                                                 | 10      
|                                                                                               |         
|Item 3.  Defaults on Senior Securities                                                         | 10      
|                                                                                               |         
|Item 4.  Submission of Matters to a Vote of Security Holders                                   | 11      
|                                                                                               |         
|Item 5.  Other Information                                                                     | 11      
|                                                                                               |         
|Item 6.  Exhibits and Reports on Form 8-K                                                      | 11      
|                                                                                               |         
|Signatures                                                                                     | 11      



PART I.  FINANCIAL INFORMATION.

Item 1.  Financial Statements.



DICUT, INC.

(a Development Stage Company)

Consolidated Balance Sheet



|                                                   | December 31,2001
|-------------------------------------------------- | ----------------
|ASSETS                                             |                 
|                                                   |                 
|Current Assets                                     |                 
|Cash and equivalents                               | $              -
|Short term notes receivable                        | 32,229          
|Other current assets                               | 68              
|Total current assets                               | 32,297          
|                                                   |                 
|Fixed assets, net                                  | 59,867          
|                                                   |                 
|Total Assets                                       | $     92,164    
|                                                   |                 
|LIABILITIES AND STOCKHOLDERS' EQUITY               |                 
|                                                   |                 
|Current Liabilities                                |                 
|Accounts payable                                   | $       5,982   
|Loan from shareholder - related party              | 80,430          
|Total current liabilities                          | 86,412          
|                                                   |                 
|Stockholders' (Deficit)                            |                 
|Common stock, $0.001 par value, 20,000,000         |                 
|shares authorized, 18,870,000 and 8,370,000 shares |                 
|issued and outstanding as of 12/31/01 and 3/31/01, |                 
|respectively                                       | 14,640          
|Additional paid-in capital                         | 46,029          
|(Deficit) accumulated during development stage     | (54,917)        
|                                                   |                 
|Total Liabilities and Stockholders' Equity         | $       5,752   
|                                                   |                 
|TOTAL                                              | $     92,164    



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



DICUT, INC.

(a Development Stage Company)

Consolidated Statement of Operations

For the Period November 28, 2001 (Inception) to December 31, 2001



|                                                                       | November 28, 2001 (Inception) to Dec. 31, 2001
|---------------------------------------------------------------------- | ----------------------------------------------
|                                                                       |                                               
|Revenue                                                                | $                  -                          
|                                                                       |                                               
|Expenses                                                               |                                               
|General and administrative                                             | 54,278                                        
|Depreciation                                                           | 639                                           
|                                                                       |                                               
|Total Expenses                                                         | $        54,917                               
|                                                                       |                                               
|Net (loss)                                                             | $        54,917                               
|                                                                       |                                               
|Weighted number of common shares outstanding - basic and fully diluted | 14,640,000                                    
|                                                                       |                                               
|Net (loss) per share - basic and fully diluted                         | $         (0.00)                              
|                                                                       |                                               









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

DICUT, INC.

(a Development Stage Company)

Consolidated Statement of Cash Flows

For the Period November 28, 2001 (Inception) to December 31, 2001



|                                                                               | May 31, 1994 (Inception)
to Dec. 31, 2001
|------------------------------------------------------------------------------ | -----------------------------------------
|                                                                               |                                          
|Cash Flows From Operating Activities                                           |                                          
|                                                                               |                                          
|Net (loss)                                                                     | $     (54,917)                           
|Depreciation                                                                   | 639                                      
|Adjustments to reconcile net (loss) to net cash (used) by operating activities |                                          
|(Increase) in other current assets                                             | (68)                                     
|Increase in accounts payable                                                   | 5,982                                    
|                                                                               |                                          
|Net cash (used) by operating activities                                        | (48,364)                                 
|                                                                               |                                          
|Cash Flows From Investing Activities                                           |                                          
|                                                                               |                                          
|Short term notes receivable                                                    | (32,229)                                 
|Net cash used by investing activities                                          | (32,229)                                 
|                                                                               |                                          
|Cash Flows From Financing Activities                                           |                                          
|                                                                               |                                          
|Issuance of common stock                                                       | 163                                      
|Loan from shareholder - related party                                          | 80,430                                   
|                                                                               |                                          
|Net cash provided by financing activities                                      | 80,593                                   
|                                                                               |                                          
|Net (decrease) increase in cash                                                | -                                        
|Cash - beginning                                                               | -                                        
|Cash - ending                                                                  | $             -                          
|                                                                               |                                          
|Supplemental disclosures:                                                      |                                          
|Interest paid                                                                  | $             -                          
|Income taxes paid                                                              | $             -                          
|Non-cash transactions                                                          |                                          
|Shares issued to acquire National Data, Inc.                                   | $   60,506                               





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

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 disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or 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 interimfinancialstatements 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 at December 31, 2001, the Company has not recognized revenue to date and has accumulated operating losses of approximately ($54,917) 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 - Short-term notes receivable

The Company advanced $31,029 to Cutting Edge, Inc., an unrelated entity.  The note is due December 1, 2002, and bears interest at 8% per annum.

The Company advanced $1,200 to Rompus CD-ROM, Inc., an unrelated entity.  The note is due December 1, 2002, and bears interest at 8% per annum.

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 10 years.

The Company acquired fixed assets totaling $60,506 and recorded depreciation expense of $639 as of December 31, 2001.

Note 5 - Notes payable

As of December 31, 2001, the Company was indebted to Pierre Quilliam, the Company's president, director, and shareholder, in the amount of $80,430.  The note is due December 1, 2002, and bears interest at the rate of 8% per annum.

Note 6 - Shareholders equity

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.

Note 7 - Related party transactions

As of December 31, 2001, the Company was indebted to Pierre Quilliam, the Company's president, director, and shareholder, in the amount of $80,430.  The note is due December 1, 2002, and bears interest at the rate of 8% per annum.

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 8 - 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.  As a result, the Company's income statement and statement of cash flows only include the historical activity of NDI, and begin as of November 28, 2001, the date of formation 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                         
|Revenue                           | $                  -         
|Income from continuing operations | $       (55,556)             
|Net income                        | $       (55,556)             
|Income per share                  | $             0.00           



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

Note 9 - Subsequent events

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   



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 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 the issuance of shares of the Company's common stock with a value equal to $300,000, based on the average closing price of the common stock for the seven days prior to the closing date.  In addition, the Company agreed to repay shareholder loans of $85,000, and pay certain other liabilities of DataAssure specified in the Purchase Agreement.  Closing was contingent upon the Company completing a due diligence review of DataAssure, among other conditions.  At the execution of the Purchase Agreement, the Company entered into an employment agreement to employ Jeff Brathall, the principle of DataAssure, as a Director of Sales.   The Company has decided not to complete the purchase of DataAssure on the terms set forth in the Purchase Agreement, but the Company still employs Mr. Brathall.  The Company believes that it may purchase DataAssure at a future date, but the terms of the acquisition have not be determined at this time.

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.

In February 2002 the Company formally cancelled 4,230,000 shares received from the founders in August 2001 in connection with the transfer back to the founders of the rights to the Hydronic Low Pressure Heating and Air Conditioning System.

Item 2.  Management's Plan of Operation.

Certain Statements in this Form 10-QSB 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.  The acquisition was valued at valued at $60,506 based on the historical cost of the underlying fixed assets acquired in the acquisition.  The shares of NDI were purchased from Raj Kalra, who is now the Company's Chairman and Chief Executive Officer.

NDI, located in Marietta, Georgia, is a Disaster Recovery and Business Continuity Company.  NDI'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.  NDI'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 NDI 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.

NDI was formed on November 28, 2001 by Mr. Kalra for the purpose of continuing the development of the business described herein.  Prior to the formation of NDI, Mr. Kalra and the other officers and employees of the Company (except for Mr. Quilliam) were employed by subsidiaries of Nexus Group International, Inc., a Canadian public company, which was engaged in the facial biometric business.   The officers and employees left Nexus when Nexus decided to stop funding the operations of the subsidiaries.  The Company's officers and employees believed that biometrics products needed to be developed and marketed with other security and business continuity products and services to become successful.  The business plan they developed as employees of NDI encompasses, in their judgment, a well-rounded approach to Logical, Physical and Procedural security concerns and needs of the Small and medium business market.

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)

- Secure off-site back-ups and data storage

- Disaster Recovery Services and Products/Preconfigured Servers
- Remote 24/7 monitoring of customer enterprise-systems, network and applications

1. IT Auditing Services (Procedural)

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

1. Access Control Services (Physical)

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

The Company sustains corporate operations through loans from related parties until such time as Management can raise the funding necessary to advance its business plan. In order to effectively proceed with the operations of NDI, the Company must obtain financing.  However, there is no guarantee that such financing will be forthcoming.

RESULTS OF OPERATIONS

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.

From August 2001 to December 2001, the Company considered various acquisitions, and entered into agreements to acquire Cutting Edge Shape CD Inc. and Rompus CD ROM Production Ltd.  However, the Company terminated both acquisitions after a due diligence review.

In December 12, 2001, the Company issued 10,500,000 shares of common stock to acquire all of the common stock of NDI ("NDI") from Raj Kalra, the Company's current Chairman and Chief Executive Officer.  The Company elected to complete the acquisition of NDI after considering a number of other acquisitions because the Company determined that NDI had good potential of becoming a profitable business at a reasonable capital cost.

The acquisition of NDI 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 is accounted for as a recapitalization of NDI.  As a result, the Company's income statement and statement of cash flows only include the historical activity of NDI, and begin as of November 28, 2001, the date of formation of NDI.

During the period from November 28, 2001 to December 31, 2001, the Company had no revenues, and incurred general and administrative expenses of $54,278 and depreciation expense of $639, for a net loss of ($54,917).  The losses were due to startup expenses of NDI's business, including salaries, office expenses and license fees.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2001, the Company's current assets were $32,297 and its current liabilities were $86,412, which resulted in a working capital deficit of ($54,115). Among the current assets are two notes aggregating $32,229 issued by unrelated parties.  The amounts due under the notes represent amounts advanced by the Company to the obligors to pay audit and other costs incurred in connection with a potential purchase of the obligors.  In both cases, the Company determined after due diligence not to complete the acquisitions, and the obligors agreed to repay the funds advanced by the Company on the terms set forth in the notes.  Substantially all of the current liabilities represent loans by officers and directors to the Company.

The Company's working capital is currently insufficient for the Company to implement its business plan, and therefore the Company is exploring alternatives to raise capital.  The Company has tentatively entered into a letter of intent for an equity line of credit, but is not able to draw on the line of credit in the immediate future.  Until the Company is able to raise capital, the Company is deferring the salary of its employees.

PART II.  OTHER INFORMATION.

ITEM 1.  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 has consulted with attorneys and is currently investigating such allegations.

ITEM 2.  Changes in Securities and Use of Proceeds.

In December 2001, the Company issued 10,500,000 shares of common stock to Raj Kalra in consideration for the acquisition of all of the issued and outstanding common stock of National Data, Inc.  The shares were issued in reliance on exemption from registration provided by Section 4(2) of the Securities Act of 1933.

In December 2001, the Company cancelled 8,000,000 shares of common stock that had been issued in escrow for the pending acquisition of Cutting Edge Shape CD Inc.

ITEM 3.  Defaults Upon Senior Securities.

Not applicable.

ITEM 4.  Submission of Matters to a Vote of Security Holders.

Not applicable.

ITEM 5.  Other Information.

Not applicable.

ITEM 6.  Exhibits and Reports on Form 8-K.

(a)	Exhibits.  None.

(b)	Reports on Form 8-K.

On October 31, 2001 an 8-K was filed reporting on completion of the due diligence for the purchase Cutting Edge Shape CD Inc., subject to receipt of audited financial statements of Cutting Edge showing no material changes from the unaudited statements previously provided to the Company.

On December 27, 2001 an 8-K was filed reporting on the following: 1) the purchase of National Data Inc.; 2) the resignation of Pierre Quilliam as CEO of the Company; 3) the election of Raj Kalra to the Board of the Company and his appointment as CEO; 4) the termination of the acquisition of Cutting Edge Shape CD Inc.; 5) the termination of the acquisition of Rompus CD ROM Production Ltd. and 6) the relocation of the Company's principal executive offices to 2150 Northwest Parkway, N.E., Suite H, Marietta, GA 30067.



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: August 9, 2002 | /s/ Raj Kalra                         
|                      | By: Raj Kalra, Chief Executive Officer