As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 000-28869
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
FORM 10-SB/A
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
CDT INC.
(Name of Small Business Issuer 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 officers) (Zip Code)
Issuer's telephone number: (801) 467-6715
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
CDT INC.
FORM 10-SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business. . . . . . . . . . . . . . . . . 3
ITEM 2. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . 10
ITEM 3. Description of Property. . . . . . . . . . . . . . . . . 14
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . 14
ITEM 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . 15
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . 17
ITEM 7. Certain Relationships and Related Transactions . . . . . 17
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 18
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters. . . . . . 19
ITEM 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 21
ITEM 3. Changes in and Disagreements with Accountants. . . . . . 22
ITEM 4. Recent Sales of Unregistered Securities. . . . . . . . . 22
ITEM 5. Indemnification of Directors and Officers. . . . . . . . 22
PART F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 23
PART III
ITEM 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . S-1
ITEM 2. Description of Exhibits. . . . . . . . . . . . . . . . . S-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
PART I
ITEM 1. Description of Business
Business Development
CDT Inc. (the "Company") was organized on April 6, 1990, under
the laws of the State of Nevada. Since its inception, the Company
has not engaged in any material business operations. Presently,
the Company is actively seeking potential operating businesses and
business opportunities with the intent to acquire or merge with
such businesses. The Company is considered a development stage
company and, due to its status as a "shell" corporation, its
principal purpose is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's
current status having minimal assets and no operating history, in
the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's
current shareholders will experience substantial dilution and there
will be a probable change in control of the Company.
The Company is voluntarily filling this registration statement
on Form 10-SB in order to make information concerning itself more
readily available to the public. Management believes that being a
reporting company under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. Further, management believes that this could possibly
make the Company more attractive to an operating business
opportunity as a potential merger or acquisition candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial
statements. The Company anticipates that it will continue to file
such reports, notwithstanding the fact that, in the future, it may
not otherwise be required to file such reports based on the
criteria set forth under Section 12(g) of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception. This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.
The Company's principal executive offices are located at 1037
East 3300 South #203, Salt Lake City, Utah 84106, and its telephone
number is (801) 467-6715.
Business of Issuer
The Company has no operating history and no representation is
made, nor is any intended, that the Company will be able to carry
on future business activities successfully. Further, there can be
no assurance that the Company will have the ability to acquire or
merge with an operating business, business opportunity or property
that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities. The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present
management with unsolicited proposals. Because of the Company's
lack of capital, it may not be able to retain on a fee basis
professional firms specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely
on outside sources, not otherwise associated with the Company, that
will accept their compensation only after the Company has finalized
a successful acquisition or merger. To date, the Company has not
engaged or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Presently, no final decision has been made
nor is management in a position to identify any future prospective
consultants for the Company.
If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations. Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.
The Company does not intend to limit its search to any
specific kind of industry or business. The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary. Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them. Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.
In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity. Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Company's current situation, having minimal
assets and no operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company. Most likely, the owners of the
business opportunity which the Company acquires or mergers with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.
Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
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. These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation. 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. Management will attempt to acquire
funds on the best available terms for the Company. However, 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 reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S under
the Securities Act of 1933, as amended (the "Act"), to raise any
funds prior to consummation of a merger or acquisition. Although
not presently anticipated, there is a remote possibility that the
Company could sell securities to its management or affiliates.
In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek
or actively negotiate such terms. However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement. Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid. It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result. If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity. Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.
Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders. Management does not anticipate that the Company will
acquire or merge with any related entity. Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company, if
required by relevant state laws and regulations, will seek to have
the transaction ratified by shareholders in the appropriate manner.
However, under Nevada law, certain actions that would routinely be
taken at a meeting of shareholders, may be taken by written consent
of shareholders having not less than the minimum number of votes
that would be necessary to authorize or take the action at a
meeting of shareholders. Thus, if shareholders holding a majority
of the Company's outstanding shares decide by written consent to
consummate an acquisition or a merger, minority shareholders would
not be given the opportunity to vote on the issue. The Board of
Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best
interest of the Company to do so. Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a
shareholders' meeting, the Company will provide to its shareholders
complete disclosure documentation concerning a potential target
business opportunity including the appropriate audited financial
statements of the target. This information will be disseminated by
proxy statement in the event a shareholders' meeting is held, or by
an information statement pursuant to Regulation 14C of the Exchange
Act if the action is taken by written consent.
Under the corporation laws of the State of Nevada,
shareholders of the Company may be entitled to assert dissenters'
rights if the Company acquires or merges with a business
opportunity. Shareholders will be entitled to dissent from and
obtain payment of the fair value of their shares in the event of
consummation of a plan of merger to which the Company is a party,
if approval by the shareholders is required under applicable Nevada
law. Also, shareholders will be entitled to dissenters' rights if
the Company enters into a share exchange if the Company's shares
are to be acquired. A shareholder who is entitled to assert
dissenter's rights and obtain of the fair value for their shares,
may not challenge the corporate action creating this entitlement,
unless the action is unlawful or fraudulent with respect to the
shareholder or the Company. A dissenting shareholder shall refrain
from voting their shares in approval of the corporate action. If
the proposed action is approved by the required vote of
shareholders, the Company must give notice to all shareholders who
delivered to the Company their written notice of dissent.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition. The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of
business the personal offices of a principal shareholder, James R.
Glavas, located in Salt Lake City, Utah. These facilities are
shared with other businesses. Although the Company has no written
agreement and pays no rent for the use of this facility, it is
contemplated that at such future time as the Company acquires or
merges with an operating business, the Company will secure
commercial office space from which it will conduct its business.
However, until such time as the Company completes an acquisition or
merger, the type of business in which the Company will be engaged
and the type of office and other facilities that will be required
is unknown. The Company has no current plans to secure such
commercial office space.
Industry Segments
No information is presented regarding industry segments. The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity. Reference is made to the statements of
income included herein in response to Part F/S of this Form 10-SB
for a report of the Company's operating history for the past two
fiscal years.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in
the Form 10-SB.
The Company is considered a development stage company with
minimal assets or capital and with no significant operations or
income since its inception. The costs and expenses associated with
the preparation and filing of this registration statement have been
paid for by an advance from a shareholder of the Company. It is
anticipated that the Company will require only nominal capital to
maintain the corporate viability of the Company and 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.
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.
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. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. 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 $3,400 of
net operating loss carryforwards as of December 31, 1999,
which may be offset against taxable income and income taxes in
future years 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 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.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB")has issued
Statement of Financial Accounting Standard ("SFAS") No. 128,
"Earnings Per Share" and Statement of Financial Accounting
Standards No. 129 "Disclosures of Information About an Entity's
Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per
Share." SFAS No. 128 provides for the calculation of "Basic" and
"Dilutive" earnings per share. Basic earnings per share includes
no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the
earnings of an entity, similar to fully diluted earnings per share.
SFAS No. 129 establishes standards for disclosing information about
an entity's capital structure. SFAS No. 128 and SFAS No. 129 are
effective for financial statements issued for periods ending after
December 15, 1997. Their implementation is not expected to have a
material effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is
defined to include all changes in equity except those resulting
from investments by owners and distributions to owners. Among
other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial
statement that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS No. 14 "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards on the way that public companies report
financial information about operating segments in annual financial
statements and requires reporting of selected information about
operating segments in interim financial statements issued to the
public. It also establishes standards for disclosure regarding
products and services, geographic areas and major customers. SFAS
No. 131 defines operating segments as components of a company about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Management believes
the adoption of this statement will have no material impact on the
Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Management believes the adoption of this statement
will have no material impact on the Company's financial statements.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This Registration Statement 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.
ITEM 3. Description of Property
The information required by this Item 3, Description of
Property, is set forth in Item 1, Description of Business, of this
Form 10-SB/A.
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the
Company's knowledge, as of March 13, 2000, with respect to
each person known by the Company to own beneficially more than 5%
of the outstanding Common Stock, each director and all directors
and officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Robert F. Gallagher* 100,000 9.3%
2714 Pebbleglen Circle
Salt Lake City, UT 84109
George S. Whiting* 100,000 9.3%
3611 South 805 East #76
Salt Lake City, UT 84115
Frank Zigrossi* 500 .05%
5777 Waterbury
Salt Lake City, UT 84121
Arthur Bixby 120,000 11.2%
1207 Lost Creek Apt.
Murray, UT 84107
Bud Blatnick 100,000 9.3%
9 East Washington Street
Murray, UT 84107
Cindy Dow 120,000 11.2%
463 Havasu
Tooele, UT 84074
James R. Glavas* 120,000 11.2%
4455 South 700 East #107
Salt Lake City, UT 84107
All directors and officers 200,500 18.7%
a group (3 persons)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 1,071,000 shares of common stock outstanding
on March 13, 2000.
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
Executive Officers and Directors
The executive officers and directors of the Company are as
follows:
Name Age Position
Robert F. Gallagher 71 President, Chief Executive
Officer and Director
Frank Zigrossi 52 Vice President and Director
George S. Whiting 62 Secretary / Treasurer and
Director
___________________________
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors. However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger. As of the date hereof, no director has
accrued any expenses or compensation. Officers are appointed
annually by the Board of Directors and each executive officer
serves at the discretion of the Board of Directors. The Company
does not have any standing committees.
Presently, none of the Company's directors are directors of
any other "shell" or "blank check" companies or other corporations
that are actively pursuing acquisitions or mergers. The following
is a summary of the past involvement by management in other shell
or blank check companies for the past three years.
From 1996 to 1997, Robert F. Gallagher, the Company's
President and a director, was the President and a director of
Indwest, Inc., a shell or blank check company, incorporated in Utah
on August 20, 1981. In 1997, Indwest, Inc. merged with Medi-Hut
Co., Inc., a medical products company ("Medi-Hut"). At the time of
the merger, Medi-Hut had only nominal assets and was developing
certain medical products. Presently, its shares are traded on the
OTC Bulletin Board as Medi-Hut Co., Inc. (trading symbol "MHUT"),
closing at $2.625 on January 11, 2000.
In the aforementioned merger, restricted securities were
issued, none of which were subject to a registration statement.
Mr. Gallagher resigned as a director and executive officer of
Indwest, Inc. in 1997 and did not have any affiliation with the
successor company after the business combination. Mr. Gallagher
did not receive consideration in connection with the merger.
No director, officer, affiliate or promoter of the Company
has, within the past five years, filed any bankruptcy petition,
been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities laws.
All of the Company's present directors have other full-time
employment and will routinely devote only such time to the Company
necessary to maintain its viability. It is estimated that each
director will devote less than ten hours per month to the Company's
activities. The directors will, when the situation requires,
review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-
basis.
Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders. However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors. There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.
In connection with the preparation and filing of this
registration statement, one of the Company's shareholders, James R.
Glavas, has advanced funds to the Company to pay for certain legal
and professional fees related to the registration statement.
Although, as of the date hereof there is no agreement or
arrangement for Mr. Glavas to provide additional funds, the Company
is not precluded from approaching Mr. Glavas or any other
shareholder and requesting additional financial assistance.
Because such additional funding is only speculative at this time,
the Company has not developed any criteria or plans related to this
funding.
The business experience of each of the persons listed above
during the past five years is as follows:
Robert F. Gallagher, age 71, received a Masters Degree in
Social Work and Recreation from the University of California at
Berkeley. Presently, and for the past ten years, Mr. Gallagher has
been a health care consultant to hospitals and long-term care
facilities for Medicare and Medicade. He is also a licensed
Clinical Social Worker in Utah and California.
Frank Zigrossi, age 52, received a BA Degree in English and
Political Science from the University of Utah in 1998. He also
received a Masters Degree in English from the University of Utah in
1974. Presently, and for the past 30 years, Mr. Zigrossi has been
an English and History teacher in the Salt Lake City School
District.
George S. Whiting, age 62, graduated from the University of
Utah in 1967 with a B.S. Degree in Composite Health, Physical
Education and Recreation. Presently, and since 1990, he has been
the assistant manager for the Host Marriott at the Salt Lake City
Airport. From 1971 to 1990, Mr. Whiting was the owner of Judd's
Lounge, Judd's Tall Tales, and Judd's Frontier Club, all located in
Salt Lake City.
ITEM 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1999 and 1999. Further, the Company has
not entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that 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. As of
the date hereof, no person has accrued any compensation.
ITEM 7. Certain Relationships and Related Transactions
During the past two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family
The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company. In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity. Every effort will be made to resolve any conflicts
that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Such fees are estimated to be
customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Management
cannot at this time make an estimate as to the type or amount of a
potential finder's fee that might be paid, but is expected to be
comparable to consideration normally paid in like transactions. It
is unlikely that a finder's fee will be paid to an affiliate of the
Company because of the potential conflict of interest that might
result. Any such fee would have to be approved by the shareholders
or a disinterested Board of Directors. See Item 1 "Description of
Business - Form of Potential Acquisition or Merger" above.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 25,000,000 shares of Common
Stock, par value $.001 per share, of which 1,071,000 shares are
issued and outstanding as of the date hereof. All shares of Common
Stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of Common Stock
entitles the holder thereof to (i) one non-cumulative vote for each
share held of record on all matters submitted to a vote of the
stockholders; (ii) to participate equally and to receive any and
all such dividends as may be declared by the Board of Directors out
of funds legally available therefor; and (iii) to participate pro
rata in any distribution of assets available for distribution upon
liquidation of the Company. Stockholders of the Company have no
preemptive rights to acquire additional shares of Common Stock or
any other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. All
outstanding shares of Common Stock are fully paid and non-
assessable.
PART II
ITEM 1. Market Price of And Dividends on the Registrant's Common
Equity and Other Shareholder Matters
No shares of the Company's common stock have previously been
registered with the Securities and Exchange Commission (the
"Commission") or any state securities agency or authority. The
Company intends to make an application to the NASD for the
Company's shares to be quoted on the OTC Bulletin Board.
The Company's application to the NASD will consist of current
corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price
quotations for the Company's shares to be published by such
service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported
trades in the public market in recent years. Although the Company
intends to submit its application to the OTC Bulletin Board
contemporaneously with the filing of this registration statement,
the Company does not anticipate its shares to be traded in the
public market until such time as a merger or acquisition can be
consummated. Also, secondary trading of the Company's shares may
be subject to certain state imposed restrictions regarding shares
of shell companies. Except for the application to the OTC Bulletin
Board, there are no plans, proposals, arrangements or
understandings with any person concerning the development of a
trading market in any of the Company's securities. The Company's
common stock has not traded in a public market.
The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state. A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most
likely the Company's shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
common stock and may affect the ability of shareholders to sell
their shares.
As of March 13, 2000 there were 38 holders of record
of the Company's common stock, which figure does not take into
account those shareholders whose certificates are held in the name
of broker-dealers or other nominees. Because there has been no
established public trading market for the Company's securities, no
trading history is presented herein.
Of the Company's total outstanding shares, 510,500 shares may
be sold, transferred or otherwise traded in the public market
without restriction, unless held by an affiliate or controlling
shareholder of the Company. For purposes of this registration
statement a controlling shareholder is considered to be a person
owning ten percent (10%) or more of the Company's total outstanding
shares, or is otherwise an affiliate of the Company. Of these
510500 shares, the Company has not identified any shares as being
held by affiliates of the Company.
A total of 560,500 shares are considered restricted securities
and are presently held by affiliates and/or controlling
shareholders of the Company. All of these 560,500 restricted
shares are presently eligible for sale pursuant to Rule 144,
subject to the volume and other limitations set forth under
Rule 144. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated) who has
beneficially owned restricted shares of the Company for at least
one year, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined
under the Act), is entitled to sell, within any three-month period,
an amount of shares that does not exceed the greater of (i) the
average weekly trading volume in the Company's common stock, as
reported through the automated quotation system of a registered
securities association, during the four calendar weeks preceding
such sale or (ii) 1% of the shares then outstanding. A person who
is not deemed to be an "affiliate" of the Company and has not been
an affiliate for the most recent three months, and who has held
restricted shares for at least two years would be entitled to sell
such shares without regard to the resale limitations of Rule 144.
The balance of the outstanding restricted shares may not be sold or
otherwise transferred unless pursuant to an effective registration
statement under the Act, or an appropriate exemption therefrom.
Available corporate records indicate that the Company has not
previously filed a registration statement with the Commission.
In the absence of any evidence that the Company ever filed a
registration statement with the Commission or with any other agency
relating to the issuance of shares, it is concluded that all shares
were issued as restricted securities. Available corporate records
indicate that all of the Company's issued and outstanding shares of
common stock were issued between 1988 and 1998 in various private,
isolated transactions. The Company has relied upon the exemption
provided by Section 4(2) of the Act in the issuance of all of its
shares. No private placement memorandum was used in relation to
the issuance of shares.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and invest future
earnings to finance its operations.
ITEM 2. Legal Proceedings
There are presently no 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 3. Changes in and Disagreements With Accountants
There have been no changes in or disagreements with
accountants.
ITEM 4. Recent Sales of Unregistered Securities
The Company has not issued any securities for the past three
fiscal years.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the Nevada Revised
Statutes (the "NRS"), the Company has the power to indemnify any
person made a party to an action, suit or proceeding by reason of
the fact that they are or were a director, officer, employee or
agent of the Company, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by them
in connection with any such action, suit or proceeding if they
acted in good faith and in a manner which they reasonably believed
to be in, or not opposed to, the best interest of the Company and,
in any criminal action or proceeding, they had no reasonable cause
to believe their conduct was unlawful. Termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which they reasonably believed to be in or
not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful.
The Company must indemnify a director, officer, employee or
agent of the Company who is successful, on the merits or otherwise,
in the defense of any action, suit or proceeding, or in defense of
any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director, officer employee or
agent of the Company, against expenses actually and reasonably
incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding as the expenses are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that they are not entitled to be indemnified by the
Company.
The NRS also permits a corporation to purchase and maintain
liability insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
corporation as a director, officer, employee or agent, of another
corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against them and liability and expenses
incurred by them in their capacity as a director, officer, employee
or agent, or arising out of their status as such, whether or not
the Company has the authority to indemnify them against such
liability and expenses. Presently, the Company does not carry such
insurance.
Transfer Agent
The Company has designated Fidelity Transfer Company, 1800
South West Temple, Suite 301, Box 53, Salt Lake City, Utah 84115,
as its transfer agent. The telephone number of the transfer agent
is (801) 484-7222.
PART F/S
The Company's financial statements for the fiscal years ended
December 31, 1999 and 1998 have been examined to the extent
indicated in their reports by Jones, Jensen & Company, independent
certified public accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein in response to Item 15 of this
Form 10-SB.
C D T INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999 and 1998
INDEPENDENT AUDITORS' REPORT
Board of Directors
C D T Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of C D T Inc. (a
development stage company) as of December 31, 1999 and the
related statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 1999 and 1998 and
from inception on April 6, 1990 through December 31, 1999.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of C D T Inc. as of December 31, 1999 and the results
of its operations and its cash flows for the year ended
December 31, 1999 and 1998 and from inception on April 6, 1990
through December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company is
a development stage company with no significant operating
revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt lake City, Utah
February 26, 2000
C D T INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1999
CURRENT ASSETS
Cash $ 819
Total Current Assets 819
TOTAL ASSETS $ 819
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 51
Total Current Liabilities 51
Total Liabilities 51
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 25,000,000 shares
authorized; 1,071,000 shares issued and outstanding 1,071
Additional paid-in capital 3,213
Deficit accumulated during the development stage (3,516)
Total Stockholders' Equity 768
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 819
C D T INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
April 6,
For the Years Ended 1990 Through
December 31, December 31,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES
General and administrative 2,297 85 3,516
Total Expenses 2,297 85 3,516
LOSS FROM OPERATIONS (2,297) (85) (3,516)
NET LOSS $ (2,297) $ (85) $ (3,516)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
C D T INC.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on April 6, 1990 through December 31, 1999
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 - - - (65)
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)
C D T INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
April 6,
For the Years Ended 1990 Through
December 31, December 31,
1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (2,297) $ (85) $ (3,516)
Adjustments to reconcile net loss to
net cash used by operating activities:
Common stock issued for services - - 44
Changes in operating assets and
liabilities:
Increase in accounts payable 51 - 51
Net Cash Used by Operating
Activities (2,246) (85) (3,421)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Net stock offering proceeds - - 4,240
Net Cash Provided by Financing
Activities - - 4,240
INCREASE (DECREASE) IN CASH (2,246) (85) 819
CASH AT BEGINNING OF PERIOD 3,065 3,150 -
CASH AT END OF PERIOD $ 819 $ 3,065 $ 819
SUPPLEMENTAL CASH FLOW
INFORMATION
CASH PAID FOR:
Taxes $ - $ - $ -
Interest $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ - $ - $ 44
C D T INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999 and 1998
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 December 31, 1999, the Company had net operating loss
carryforwards of approximately $3,400 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
December 31, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Basic Loss Per Share
For the Year Ended
December 31, 1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ (2,297) 1,071,000 $ (0.00)
For the Year Ended
December 31, 1998
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ (85) 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.
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3.1* Articles of Incorporation and Amendments thereto
3.2* By-Laws of Registrant
4.* See Exhibit No. 3.1, Articles of Incorporation,
Article IV
27. Financial Data Schedule
________________
ITEM 2. Description of Exhibits
See Item I above.
SIGNATURES
In accordance with Section 12 of the Securities and Exchange
Act of 1934, the registrant caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
organized.
CDT INC.
(Registrant)
Date: March 29, 2000 By: /S/ Robert F. Gallagher
Robert F. Gallagher
President, Chief Executive
Officer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION
EXTRACTED FROM THE CDT INC. FINANCIAL STATEMENTS FOR
THE PERIOD ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
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<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 819
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 819
<CURRENT-LIABILITIES> 51
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0
0
<COMMON> 1,071
<OTHER-SE> 3,213
<TOTAL-LIABILITY-AND-EQUITY> 819
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,297
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,297)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,297)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,297)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
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