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) December 12, 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.
2150 Northwest Parkway NE, Suite H, Marietta, GA 30067
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(Address of Principal Executive Offices) (Zip Code)
770-952-2654
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(Registrant's Telephone Number, Including Area Code)
7270 Woodbine Avenue, Suite 200, Markham, Ontario L3R 4B9
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control Of Registrant
On December 12, 2001, the Company purchased all of the issued and outstanding
shares of National Data Inc. from Raj Kalra in exchange for 10,500,000
restricted shares of the Company. Raj Kalra now owns 55% of the voting
securities of the Company.
Item 2. Acquisition or Disposition of Assets
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 was in
consideration of a value of $0.085 per share, a value which was confirmed in an
independent third party business evaluation 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. Prior to the Company's acquisition of National Data, Mr. Kalra had devoted
significant time and attention to development of National Data's product line
and business and marketing plan.
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.
Item 5. Other events
1. Pierre Quilliam has resigned as CEO. He remains President and a Director of
the Company.
2. Raj Kalra has been elected to the Board of Directors and has been appointed
CEO of the Company.
3. The Company's principal executive offices have been moved to 2150 Northwest
Parkway NE, Suite H, Marietta, GA 30067.
4. The Company has terminated the acquisition of Cutting Edge Shape CD Inc.
After reviewing the Auditor's report, the Company discovered that there
were serious discrepancies between what had been represented in the
unaudited statements of April 30, 2001 and the Auditor's final report on
Cutting Edge's financial position. As a result of the Auditor's findings,
the Board concluded that it would be to the detriment of the shareholders
to proceed with the purchase of Cutting Edge.
5. The Company has terminated the acquisition of Rompus CD ROM Production Ltd.
After careful review of the affairs of Rompus, the Board concluded that the
company's situation would have made it impossible for Dicut to effectively
absorb and convert it into a viable asset.
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: December 26, 2001 By: /s/ Raj Kalra
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Chief Executive Officer
By: /s/ Pierre Quilliam
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President