SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 16, 2001
Dicut, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30161 52-2204952
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(Commission File Number) (IRS Employer Identification No.
7270 Woodbine Avenue, Suite 200, Markham, Ontario L3R 4B9
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(Address of Principal Executive Offices) (Zip Code)
(905) 947-9925
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On October 16, 2001, the Company completed its due diligence for the purchase
100% of the shares of Cutting Edge Shape CD Inc. in exchange for 8 Million
restricted shares of the Company, subject to the subsequent receipt of
satisfactory audited financial statements of Cutting Edge. The consideration was
based on a value of $0.085 per share. The shares of Cutting Edge were purchased
from two principal shareholders, the Bokor Family Trust and the Caplan Family
Trust. The Company has received unaudited statements of Cutting Edge for the
fiscal year ended April 30, 2001, and the shares of the Company are being held
in escrow pursuant to an Escrow Agreement subject to receipt of audited
financial statements of Cutting Edge in which there are no material changes.
Cutting Edge is located in Toronto, Canada and is in the business of designing,
manufacturing and distributing shaped CD ROMs used as promotional vehicles and
business cards. Pursuant to its unaudited statement for the year-end dated April
30, 2001, Cutting Edge had gross revenues of CAD$2,508,182 with a net loss of
CAD$112,419. Notwithstanding the loss, it is the intention of the Board that
Cutting Edge can be turned around and, with the proper reduction of overhead and
reorganization of responsibilities, made into a profitable company. In order to
effectively proceed with the operations of Cutting Edge, 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.
Cutting Edge's assets include, among other things, three CD cutting machines
which were purchased from Cuba GmgH Innovative Multimedia Marketing Concepts
("Cuba") of Germany. The use of such machines is subject to a royalty agreement
with Cuba. Further assets include 2 Stuffing Machines, several computers, as
well as numerous desks, chairs and office equipment. The Company intends to
continue the operations of Cutting Edge. It is the intention that the corporate
and financial administration of Cutting Edge will be moved to the offices of
Dicut, while the sales and production will remain in downtown Toronto.
Item 7. Financial Statements
The financial statements of Cutting Edge will be filed within 60 days of the
filing of this form.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duty authorized.
DICUT,INC.
Date: October 31, 2001
By: /s/ Pierre Quilliam
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President and C.E.O.