UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-28869
CDT, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-1411114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1037 East 3300 South #203, Salt Lake City, Utah 84106
(Address of principal executive offices)
Registrant's telephone no., including area code: (801) 467-6715
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 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
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of March 31, 2000
Common Stock, $.001 par value 1,071,000
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . 3
Independent Accountants' Review Report . . . . . . . . . 4
Balance Sheets -- March 31, 2000 and
December 31, 1999. . . . . . . . . . . . . . . . . . . 5
Statements of Operations -- three months ended
March 31, 2000 and 1999. . . . . . . . . . . . . . . . 6
Statements of Stockholders' Equity . . . . . . . . . . . 7
Statements of Cash Flows -- three months ended
March 31, 2000 and 1999. . . . . . . . . . . . . . . . 8
Notes to Financial Statements . . . . . . . . . . . . . 9
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes In Securities and Use of Proceeds. . . . . . . . 13
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . . . . . . 13
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 15
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended March 30, 2000, have been prepared by the Company.
CDT, INC.
FINANCIAL STATEMENTS
March 30, 2000 and December 31, 1999
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors
C D T Inc.
Salt Lake City, Utah
We have reviewed the accompanying balance sheet of C D T Inc. as of
March 31, 2000 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the periods
ended March 31, 2000 and 1999. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as
a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
financial statements referred to above for them to be in conformity
with accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet of C D
T Inc. as of December 31, 1999, and the related statements of
operations, stockholders' equity, and cash flows for the year then
ended (not presented herein) and in our report dated February 26,
2000, we expressed an unqualified opinion on those consolidated
financial statements.
HJ & Associates, LLC
Salt Lake City, Utah
May 3, 2000
C D T INC.
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS
Cash $ 783 $ 819
Total Current Assets 783 819
TOTAL ASSETS $ 783 $ 819
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Account payable $ 1,827 $ 51
Total Current Liabilities 1,827 51
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized: 25,000,000
common shares at $0.001 par value;
1,071,000 shares issued and outstanding 1,071 1,071
Capital in excess of par value 3,213 3,213
Deficit accumulated during the
development stage (5,328) (3,516)
Total Stockholders' Equity (Deficit) (1,044) 768
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 783 $ 819
C D T INC.
(A Development Stage company)
Statements of Operations
From
Inception on
For the April 6,
Three Months Ended 1990 Through
March 31, March 31,
2000 1999 2000
REVENUES $ - $ - $ -
EXPENSES
General and administrative 1,812 - 5,328
Total Expenses 1,812 - 5,328
LOSS FROM OPERATIONS (1,812) - (5,328)
NET LOSS $ (1,812) $ - $ (5,328)
BASIC LOSS PER SHARE $ (0.00) $ 0.00
WEIGHTED AVERAGE NUMBER OF
SHARES 1,071,000 1,071,000
C D T INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on April 6, 1990 Through March 31, 2000
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance at inception on April 6, 1990 - $ - $ - $ -
Common stock issued for cash at
$0.004 per share 1,060,000 1,060 3,180 -
Common stock issued to directors
at $0.004 per share 9,000 9 27 -
Common stock issued for services
at $0.004 per share 2,000 2 6 -
Net loss from inception on April 6, 1990
through December 31, 1995 - - - (914)
Balance, December 31, 1995 1,071,000 1,071 3,213 (914)
Net loss for the year ended
December 31, 1996 - - - (135)
Balance, December 31, 1996 1,071,000 1,071 3,213 (1,049)
Net loss for the year ended
December 31, 1997 - - - (85)
Balance, December 31, 1997 1,071,000 1,071 3,213 (1,134)
Net loss for the year ended
December 31, 1998 - - - (85)
Balance, December 31, 1998 1,071,000 1,071 3,213 (1,219)
Net loss for the year ended
December 31, 1999 - - - (2,297)
Balance, December 31, 1999 1,071,000 1,071 3,213 (3,516)
Net loss for the three months ended
March 31, 2000 - - - (1,812)
Balance, March 31, 2000 1,071,000 $ 1,071 $ 3,213 $ (5,328)
C D T INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the April 6,
Three Months Ended 1990 Through
March 31, March 31,
2000 1999 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,812) $ - $ (5,328)
Adjustments to reconcile net loss to net cash
used by operating activities:
Issuance of stock for services - - 44
Increase in accounts payable 1,776 - 1,827
Net Cash (Used) by Operating Activities (36) - (3,457)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Net stock offering proceeds - - 4,240
Net Cash Provided by Financing Activities - - 4,240
NET INCREASE (DECREASE) IN CASH - - 783
CASH AT BEGINNING OF PERIOD 819 3,065 -
CASH AT END OF PERIOD $ 783 $ 3,065 $ 783
CASH PAYMENTS FOR:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ - $ - $ 44
C D T INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
C D T Inc. (the "Company") was organized April 6, 1990
under the laws of the State of Nevada for the purpose of
engaging in any lawful activity. The Company has had no
significant operations since inception and is considered a
development stage company in accordance with Statement of
Financial Accounting Standards No.7.
b. Provision for Taxes
At March 31, 2000, the Company had net operating loss
carryforwards of approximately $5,300 that may be offset
against future taxable income through 2019. No tax benefit
has been reported in the financial statements, because the
Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the
potential tax benefits of the net operating loss
carryforwards are offset by a valuation allowance of the
same amount.
c. Accounting Method
The financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar
year end.
d. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
C D T INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Basic Loss Per Share
For the Three Months Ended
March 31, 2000
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ (1,812) 1,071,000 $ (0.00)
For the Three Months Ended
March 31, 1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ - 1,071,000 $ 0.00
Basic loss per share has been calculated based on the
weighted average number of shares of common stock
outstanding during the period.
g. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal
operations begin.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. The Company has not established revenues
sufficient to cover its operating costs and allow it to
continue as a going concern. Management intends to seek a
merger with an existing, operating company, in the interim
it has committed to meeting the Company's minimal operating
expenses.
Item 2. Management's Discussion and Analysis or Plan
of Operations
The following information should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in
this Form 10-QSB.
CDT, Inc. (the "Company") is considered a development stage
company with minimal assets or capital and with no significant
operations or income since its inception.
Management anticipates that the Company will require only
nominal capital to maintain the Company's corporate viability. It
is believed that necessary funds will most likely be provided by
the Company's officers and directors in the immediate future.
However, unless the Company is able to facilitate an acquisition of
or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
Certain costs and expenses associated with the Company's
operations and the preparation and filing of its registration
statement on Form 10-SB in January 2000, have been paid for by an
advance from a shareholder of the Company. It is anticipated that
future expenses will be handled in a similar manner.
At March 30, 2000 and December 31, 1999, the Company had total
assets consisting of cash of $783 and $819, respectively. Total
liabilities at March 30, 2000 and December 31, 1999 were $1,827 and
$51, respectively, consisting of accounts payable.
The Company has not had any significant operations or revenues
since its inception. For the three months ended March 30, 2000,
the Company's total expenses were $1,812 compared to $-0- for the
1999 period. The expenses are associated with the filing of the
Company's registration statement.
No revenues are anticipated prior to the Company consummating
an acquisition or merger agreement and, during this period of time,
the Company anticipates its expenses to be level.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
<PAGE>
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. Because the
Company lacks funds, it may be necessary for the officers and
directors to either advance funds to the Company or to accrue
expenses until such time as a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the
Company's directors will defer any compensation until such time as
an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However,
if the Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for the
Company to attempt to raise additional funds. As of the date
hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any
capital. In the event the Company does need to raise capital, most
likely the only method available to the Company would be the
private sale of its securities.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $5,300 of net
operating loss carryforwards as of March 30, 2000, which may be
offset against taxable income and income taxes through 2019. The
use of these losses to reduce future income taxes will depend on
the generation of sufficient taxable income prior to the expiration
of the net operating loss carryforwards. In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial
statements for the year ended December 31, 1999 or three month
period ended March 30, 2000 because there is a 50% or greater
chance that the carryforward will not be used. Accordingly, the
potential tax benefit of the loss carryforward is offset by a
valuation allowance of the same amount.
Year 2000
Year 2000 issues result from a computer industry-wide practice
of representing years with only two digits instead of four.
Beginning in the year 2000, date code fields need to accept four
digit entries to distinguish twenty-first century dates from
twentieth century dates (2000 or 1900). As a result, computer
systems and/or software used by many companies needed to be
upgraded to comply with such Year 2000 requirements. The Company
does not presently own or use any computers. Through March 31,
2000, the Company is not aware of or experienced date related
problems with any third-party software. Although it appears that
the Year 2000 issue will not have a significant adverse effect on
the Company, it will continue to monitor the Year 2000 issues.
Risk Factors and Cautionary Statements
This report contains certain forward-looking statements. The
Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-
looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in or
implied by the statements, including, but not limited to, the
following: the ability of the Company search for appropriate
business opportunities and subsequently acquire or merge with such
entity, to meet its cash and working capital needs, the ability of
the Company to maintain its existence as a viable entity, and other
risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission.
PART II
Item 1. Legal Proceedings
There are presently no other material pending legal
proceedings to which the Company or any of its subsidiaries is a
party or to which any of its property is subject and, to the best
of its knowledge, no such actions against the Company are
contemplated or threatened.
Item 2. Changes In Securities and Use of Proceeds
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended March 31, 2000.
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.
CDT, INC.
Date: May 22, 2000 By: /S/ Robert F. Gallagher
Robert R. Gallagher
C.E.O., C.F.O., President
and Director
Date: May 22, 2000 By: /S/ George S. Whiting
George S. Whiting
Secretary/Treasurer, and
Director
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE CDT INC. FINANCIAL
STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2000 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<CASH> 783
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 783
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 783
<CURRENT-LIABILITIES> 1,827
<BONDS> 0
0
0
<COMMON> 1,071
<OTHER-SE> 3,213
<TOTAL-LIABILITY-AND-EQUITY> 783
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,812
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,812)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,812)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,812)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
