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 September 30, 1999
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 September 30, 1999
Common Stock, $.001 par value 1,071,000
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . 3
Balance Sheets -- September 30, 1999 and
December 31, 1998. . . . . . . . . . . . . . . . . . . 4
Statements of Operations -- three and nine
months ended September 30, 1999 and 1998 . . . . . . . 5
Statements of Stockholders' Equity . . . . . . . . . . . 6
Statements of Cash Flows -- three and nine
months ended September 30, 1999 and 1998 . . . . . . . 7
Notes to Financial Statements . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . . . . . 10
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 . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 14
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended September 30, 1999, have been prepared by the Company.
CDT, INC.
FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1998
C D T INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ 2,840 $ 3,065
Total Current Assets 2,840 3,065
TOTAL ASSETS $ 2,840 $ 3,065
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ - $ -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY
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 (1,444) (1,219)
Total Stockholders' Equity 2,840 3,065
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 2,840 $ 3,065
<PAGE>
C D T INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the April 6,
Three Months Ended Nine Months Ended 1990 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative - - 225 85 1,444
Total Expenses - - 225 85 1,444
LOSS FROM OPERATIONS - - (225) (85) (1,444)
NET LOSS $ - $ - $ (225) $ (85) $ (1,444)
BASIC LOSS PER SHARE $ 0.00 $ 0.00 $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES 1,071,000 1,071,000 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 September 30, 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 - - - (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 nine months ended
September 30, 1999 (unaudited) - - - (225)
Balance, September 30, 1999
(unaudited) 1,071,000 $ 1,071 $ 3,213 $ (1,444)
C D T INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the For the April 6,
Three Months Ended Nine Months Ended 1990 Through
September 30 September 30, September 30,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ - $ - $ (225) $ (85) $ (1,444)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Issuance of stock for services - - - - 44
Net Cash (Used) by Operating
Activities - - (225) (85) (1,400)
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 - - (225) (85) 2,840
CASH AT BEGINNING OF PERIOD 2,840 3,065 3,065 3,150 -
CASH AT END OF PERIOD $ 2,840 $ 3,065 $ 2,840 $ 3,065 $ 2,840
CASH PAYMENTS FOR:
Income taxes $ - $ - $ - $ - $ -
Interest $ - $ - $ - $ - $ -
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for debt $ - $ - $ - $ - $ -
C D T INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 1999 and December 31, 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 September 30, 1999, the Company had net operating loss
carryforwards of approximately $1,400 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.
f. Basic Loss Per Share
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
operation begin.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all
of the adjustments which, in the opinion of management, are
necessary for a fair presentation. Such adjustments are of
a normal recurring nature.
C D T INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 1999 and December 31, 1998
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.
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.
The costs and expenses associated with 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 September 30, 1999 and December 31, 1998, the Company had
total assets consisting of cash of $2,840 and $3,065, respectively.
Total liabilities at September 30, 1999 and December 31, 1998 were
$0 for both dates.
The Company has not had any significant revenues since its
inception. For the nine months ended September 30, 1999, the
Company's total expenses were $225 compared to $85 dollars for the
1998 period. The Company had no expenses for the three month
periods ended September 30, 1999 and 1998.
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.
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 $1,400 of net
operating loss carryforwards as of September 30, 1999, 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, 1998 or three month
period ended September 30, 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.
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 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 September 30, 1999.
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: March 29, 2000 By: /S/ Robert F. Gallagher
Robert R. Gallagher
C.E.O., C.F.O., President
and Director
Date: March 29, 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 SEPTEMBER 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,840
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,840
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,840
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,071
<OTHER-SE> 3,213
<TOTAL-LIABILITY-AND-EQUITY> 2,840
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 225
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (225)
<INCOME-TAX> 0
<INCOME-CONTINUING> (225)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (225)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
