8-K 1 dcut040108_dcut8k.txt CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. ___________________ Commission File No. 000-30161 DICUT INC. (Exact name of registrant as specified in its charter) DELAWARE 52-2204952 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 2655 Dallas Highway, Suite 410, Marietta, GA, 30064 (Address of Principal Executive Office) (Zip Code) ___________________ Pierre Quilliam, Director, President and Chief Financial Officer DICUT, INC. 2655 Dallas Highway, Suite 410, Marietta, GA, 30064 (Name and address of agent for service) 770-795-9955 (Telephone number, including area code, of agent for service) Copies of all communications to: The Law Office of James E. Pratt, Esq. Law Office 195 Kildare Road Garden City, NY 11530 #516-741-2978 ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective December 23, 2003, Tauber & Balser, P.C. sent a certified letter to the registrant's Chief Financial Officer, which stated that the client-auditor relationship between Dicut, Inc. and Tauber & Baler, PC had ceased. Upon receipt of the letter, Dicut's directors entered into a auditor relationship with Ridenour and Associates, CPA's, as its new auditors. The Registrant did not consult with Ridenour and Associates on any matter prior to retaining their CPA services. As of April 17, 2003, Tauber & Balser, PC. had no adverse opinions or disclaimers of opinion on the consolidated balance sheet of Dicut as of December 31, 2002 and the related consolidated statements of operations, stockholders' deficit, and cash flows for the nine months ended. Additionally, Tauber & Balser, PC consented to the inclusion of their report in the Registrant's report on FORM 10-KSB, filed April 17, 2003. On October 10, 2003, Dicut filed Form S-8 POS, registering 1.2 million shares. The filing incorporated by reference the 2003 10-KSB containing Tauber & Balser's audited report. The auditor's didn't no consent to the use of their report in that S-8 POS filing. On October 28, 2003, the auditors wrote a correspondence about the use of the report without their consent to the management at Dicut, Inc. Because of the lack of consent over the 10-KSB report used in the S-8 POS filing, Tauber & Balser, PC, on December 23, 2003 wrote a certified correspondence to the registrant's, Chief Financial Officer resign themselves as auditors. The Registrant has provided a copy of these correspondences from its former auditors, Tauber & Balser PC.and copies have been furnished and addressed to the Securities and Exchange Commission stating the disagreement and reason for resignation. A copy of such letter from the Registrant's former auditors addressed to the Securities and Exchange Commission is attached as an Exhibit hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c.) Exhibits: Ex. 16.1 Letter dated December 23, 2003 from Tauber & Balser PC. the Registrant's former auditors, to the Securities and Exchange Commission. Ex.16.2 Letter dated December 23, 2003 from Tauber & Balser PC. the Registrant's former auditors, to Dicut, Inc. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DICUT, INC. Date: January 08, 2004 /s/ Pierre Quilliam -------------------- Pierre Quilliam, Director, President and Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 21, 2002

DICUT, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-30161	52-2204952
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

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

(Address of principal executive offices) (Zip Code)

(770) 952-2654

(Registrant's telephone number, including area code)

Item 1. Changes in Control of Registrant.

Not applicable.

Item 2. Acquisition Or Disposition Of Assets

Not applicable.

Item 3. Bankruptcy or Receivership.

Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

On November 21, 2002, Beckstead and Watts, LLP ("Beckstead"), the Company's independent auditor, resigned. Beckstead's report for the year ended March 31, 2002 does not contain an adverse opinion or disclaimer of opinion, and was not modified as to uncertainty, audit scope, or accounting principles, other than the qualification of the financial statements as having been prepared on a going concern basis. There were no disagreements with Beckstead on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant's satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. The Company has authorized Beckstead to respond fully to the inquiries of the successor accountant concerning its dismissal. The Company has not retained an independent public auditor to replace Beckstead at this time.

Item 5. Other Events.

Not applicable.

Item 6. Resignations Of Directors And Executive Officers.

Not applicable.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Businesses Acquired: Not applicable.

(b) Pro Forma Financial Information: Not applicable.

Regulation S-B Number	Exhibit
16.1	Resignation letter from Beckstead and Watts, LLP dated November 20, 2002
16.2	Letter from Beckstead and Watts, LLP dated November 25, 2002

Item 8. Change in Fiscal Year.

Not applicable.

SIGNATURE

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 thereunto duly authorized.

	DICUT, INC.
Dated: November 25, 2002	/s/ Pierre Quilliam
	By: Pierre Quilliam, President

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