================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT

                       Under The Securities Act of 1933
                               ___________________

                                  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)

      2004 EMPLOYEE, CONSULTANTS, COUNSEL AND ADVISOR STOCK COMPENSATION PLAN
                               ___________________

                                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

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share      |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock      |  3,000,000   |  $0.16      | $480,000.00  | $38.88       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2)  Represents shares issued pursuant to consulting agreements for continued
services by officers, attorneys, directors and consultants to the Registrant,
including services related to sales and marketing of the Company's products and
services seeking joint ventures and potential acquisitions, promotional services
with respect to Registrant's business establishment of distributorship
agreements, all of the foregoing in furtherance of the Registrant's business.

(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the fee is calculated upon the basis of the average of
the closing bid and ask prices quoted for shares of common stock of the
registrant as reported on The Nasdaq OTC Bulletin Board quotation service on
January 08, 2004.

================================================================================

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

      DICUT, INC. has heretofore entered into agreements with third party
consultants, attorneys, officers and directors with respect to the issuance of
shares of the Registrant's common stock for services to the Registrant.  In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate its
officers, directors, consultants and attorneys, the Registrant has prepared this
Form S-8 registration statement to provide for the issuance of shares, as
described below.

      The Registrant has agreed to issue Three Million (3,000,000) shares for
payment to certain officers, directors, consultants and attorneys.


Item 2. Registrant Information and Employee Plan Annual Information.

      The Registrant shall provide each employee, officer, director and
consultant covered by this registration, without charge, upon their written or
oral request the documents incorporated by reference herein in Item 3 of Part II
of this Registration Statement.  The Registrant shall also provide the employee,
officer, director and consultant, without charge, upon their written or oral
request, with all other documents required to be delivered to participants,
pursuant to Rule 428(b) under the Act.  Any and all such requests shall be
directed to the Registrant at its place of business as reflected in this
Registration Statement.

================================================================================

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this registration
      statement:


      Registrant's Annual Report(s) on Form 10-KSB for the fiscal year ended
      March 31, 2001, 2002, 2003 filed pursuant to Section 13(a) of the
      Securities Exchange Act of 1934, as amended;

      Registrant's Quarterly Reports on Form 10-QSB for the quarters ended June
      30, 2001, 2002, 2003 September 30, 2001, 2002 and December 31, 2001, 2002
      as amended;

      Registrant's Current Reports on Form 8-K filed August 23, 2001, September
      25, 2001, October 31, 2001, December 27, 2001, and its Form 8-K/A filed on
      or about February 15, 2002 and on or about February 21, 2002;

      All other reports, if any, filed by the Registrant pursuant to Section
      13(a) of the Securities Exchange Act of 1934 since the end of the fiscal
      year ended March 31, 2001.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be  part
hereof from the date of the filing of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. Description of Securities.

The Common Stock to be offered is registered under Section 12 of the Securities
Exchange Act of 1934.

ITEM 5. Interests of Named Experts and Counsel.

Counsel for the Registrant, James E. Pratt,Esq. has rendered an opinion to the
effect that the Common Stock offered hereby, if and when issued in accordance
with the Plans, will have been validly issued, fully paid, and nonassessable.

ITEM 6. Indemnification of Directors and Officers.

Under the Delaware General Corporation Law, a Delaware corporation may indemnify
officers, directors and other corporate agents under certain circumstances and
subject to certain limitations. Article Ten of the Registrant's Certificate of
Incorporation authorizes the Registrant to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law. In addition, Article Ninth of the Registrant's
Certificate of Incorporation provides that the personal liability of the
Company's directors shall be eliminated to the fullest extent permitted by
Section 102(7)(b) of the Delaware General Corporation Law. Finally, the
Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The By-
Laws also allow for reimbursement of certain legal defenses.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation, the Registrant's By-Laws or any indemnification
agreements of the Registrant with its directors and officers, the Registrant has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7. Exemption from Registration Claimed.

Not applicable.


Item 8.     Exhibits:

      Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:

       5.1  Opinion of The Law Office of James E. Pratt, Esq.

      23.1  Consent of The Law Office of James E. Pratt, Esq.
            (included in Exhibit 5.1)

      23.2  Independent Auditors Consent.


Item 9.     Undertakings:

  (a)  The undersigned Registrant hereby undertakes:

       (1)   To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement. Provided, however, that paragraphs (a)
                  (1) (i) and (a)(1)(ii) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Securities and Exchange Commission by the
                  Registrant pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in
                  this Registration Statement.

       (2)  That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered herein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the Registrant's annual report pursuant to section 13(a) or 15(d) of
       the Securities and Exchange Act of 1934 (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Securities and Exchange Act of 1934) that is incorporated by
       reference in the registration statement shall be deemed to be a new
       registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the Registrant pursuant to the foregoing provisions (see Item
       6) or otherwise, the Registrant has been advised that in the opinion of
       the Securities and Exchange Commission such indemnification is against
       public policy as expressed in the Securities Act of 1933 and is,
       therefore, unenforceable. In the event that a claim for indemnification
       against such liabilities (other than the payment by the Registrant of
       expenses incurred or paid by a director, officer or controlling person of
       the Registrant in the successful defense of any action, suit or
       proceeding) is asserted by such director, officer or controlling person
       in connection with the securities being registered, the Registrant will,
       unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against public policy as
       expressed in the Securities Act of 1933 and will be governed by the final
       adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8  and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Marietta, State of Georgia, on JAnuary 08, 2004.

  DICUT, INC.

Date: January 08, 2004

 /s/ Pierre Quilliam
 --------------------
   Pierre Quilliam, Director,
   President and Chief Financial Officer
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{"company-data": {"conformed-name": "DICUT INC", "cik": "0001110505", "assigned-sic": "3585", "irs-number": "522204952", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111783", "film-number": "04516019"}, "business-address": {"street1": "2150 NORTHWEST PARKWAY, SE", "street2": "SUITE H", "city": "MARIETTA", "state": "GA", "zip": "30067", "phone": "770-952-2656"}, "mail-address": {"street1": "2150 NORTHWEST PARKWAY, SE", "street2": "SUITE H", "city": "MARIETTA", "state": "GA", "zip": "30067"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT

                       Under The Securities Act of 1933
                               ___________________

                                  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)

      2004 EMPLOYEE, CONSULTANTS, COUNSEL AND ADVISOR STOCK COMPENSATION PLAN
                               ___________________

                                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

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share      |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock      |  3,000,000   |  $0.16      | $480,000.00  | $38.88       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2)  Represents shares issued pursuant to consulting agreements for continued
services by officers, attorneys, directors and consultants to the Registrant,
including services related to sales and marketing of the Company's products and
services seeking joint ventures and potential acquisitions, promotional services
with respect to Registrant's business establishment of distributorship
agreements, all of the foregoing in furtherance of the Registrant's business.

(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the fee is calculated upon the basis of the average of
the closing bid and ask prices quoted for shares of common stock of the
registrant as reported on The Nasdaq OTC Bulletin Board quotation service on
January 08, 2004.

================================================================================

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

      DICUT, INC. has heretofore entered into agreements with third party
consultants, attorneys, officers and directors with respect to the issuance of
shares of the Registrant's common stock for services to the Registrant.  In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate its
officers, directors, consultants and attorneys, the Registrant has prepared this
Form S-8 registration statement to provide for the issuance of shares, as
described below.

      The Registrant has agreed to issue Three Million (3,000,000) shares for
payment to certain officers, directors, consultants and attorneys.

Item 2. Registrant Information and Employee Plan Annual Information.

      The Registrant shall provide each employee, officer, director and
consultant covered by this registration, without charge, upon their written or
oral request the documents incorporated by reference herein in Item 3 of Part II
of this Registration Statement.  The Registrant shall also provide the employee,
officer, director and consultant, without charge, upon their written or oral
request, with all other documents required to be delivered to participants,
pursuant to Rule 428(b) under the Act.  Any and all such requests shall be
directed to the Registrant at its place of business as reflected in this
Registration Statement.

================================================================================

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this registration
      statement:

      Registrant's Annual Report(s) on Form 10-KSB for the fiscal year ended
      March 31, 2001, 2002, 2003 filed pursuant to Section 13(a) of the
      Securities Exchange Act of 1934, as amended;

      Registrant's Quarterly Reports on Form 10-QSB for the quarters ended June
      30, 2001, 2002, 2003 September 30, 2001, 2002 and December 31, 2001, 2002
      as amended;

      Registrant's Current Reports on Form 8-K filed August 23, 2001, September
      25, 2001, October 31, 2001, December 27, 2001, and its Form 8-K/A filed on
      or about February 15, 2002 and on or about February 21, 2002;

      All other reports, if any, filed by the Registrant pursuant to Section
      13(a) of the Securities Exchange Act of 1934 since the end of the fiscal
      year ended March 31, 2001.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be  part
hereof from the date of the filing of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. Description of Securities.

The Common Stock to be offered is registered under Section 12 of the Securities
Exchange Act of 1934.

ITEM 5. Interests of Named Experts and Counsel.

Counsel for the Registrant, James E. Pratt,Esq. has rendered an opinion to the
effect that the Common Stock offered hereby, if and when issued in accordance
with the Plans, will have been validly issued, fully paid, and nonassessable.

ITEM 6. Indemnification of Directors and Officers.

Under the Delaware General Corporation Law, a Delaware corporation may indemnify
officers, directors and other corporate agents under certain circumstances and
subject to certain limitations. Article Ten of the Registrant's Certificate of
Incorporation authorizes the Registrant to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law. In addition, Article Ninth of the Registrant's
Certificate of Incorporation provides that the personal liability of the
Company's directors shall be eliminated to the fullest extent permitted by
Section 102(7)(b) of the Delaware General Corporation Law. Finally, the
Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The By-
Laws also allow for reimbursement of certain legal defenses.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation, the Registrant's By-Laws or any indemnification
agreements of the Registrant with its directors and officers, the Registrant has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7. Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits:

      Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:

       5.1  Opinion of The Law Office of James E. Pratt, Esq.

      23.1  Consent of The Law Office of James E. Pratt, Esq.
            (included in Exhibit 5.1)

      23.2  Independent Auditors Consent.

Item 9.     Undertakings:

  (a)  The undersigned Registrant hereby undertakes:

       (1)   To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement. Provided, however, that paragraphs (a)
                  (1) (i) and (a)(1)(ii) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Securities and Exchange Commission by the
                  Registrant pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in
                  this Registration Statement.

       (2)  That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered herein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the Registrant's annual report pursuant to section 13(a) or 15(d) of
       the Securities and Exchange Act of 1934 (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Securities and Exchange Act of 1934) that is incorporated by
       reference in the registration statement shall be deemed to be a new
       registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the Registrant pursuant to the foregoing provisions (see Item
       6) or otherwise, the Registrant has been advised that in the opinion of
       the Securities and Exchange Commission such indemnification is against
       public policy as expressed in the Securities Act of 1933 and is,
       therefore, unenforceable. In the event that a claim for indemnification
       against such liabilities (other than the payment by the Registrant of
       expenses incurred or paid by a director, officer or controlling person of
       the Registrant in the successful defense of any action, suit or
       proceeding) is asserted by such director, officer or controlling person
       in connection with the securities being registered, the Registrant will,
       unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against public policy as
       expressed in the Securities Act of 1933 and will be governed by the final
       adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8  and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Marietta, State of Georgia, on JAnuary 08, 2004.

  DICUT, INC.

Date: January 08, 2004

 /s/ Pierre Quilliam
 --------------------
   Pierre Quilliam, Director,
   President and Chief Financial Officer