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, 2001

                                       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, 2001
                -----                          --------------------------------
     Common Stock, $.001 par value                         2,150,000

                                       -1-

<PAGE>

<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                    Page
                                          PART I.  FINANCIAL INFORMATION

<S>                                                                                                        <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets -- March 31, 2000 and December 31, 1999..............................      4

                  Statements of Operations -- three months ended March 31, 2001
                    and 2000..........................................................................      5

                  Statements of Stockholders' Equity (Deficit)........................................      6

                  Statements of Cash Flows -- three months ended March 31, 2001
                    and 2000..........................................................................      8

                  Notes to Financial Statements ......................................................      9

Item 2.      Management's Discussion and Analysis and Results of Operations...........................     12

                                            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........................................................................     14

Item 6.      Exhibits and Reports on Form 8-K.........................................................     14

             SIGNATURES...............................................................................     15
</TABLE>

                                                        -2-

<PAGE>



                                                      PART I

Item 1.           Financial Statements

         The following unaudited Financial Statements for the period ended March
31, 2001, have been prepared by the Company.




                                    CDT, INC.
                          (A Development State Company)

                              FINANCIAL STATEMENTS

                      March 31, 2001 and December 31, 2000

                                       -3-

<PAGE>

                                   C D T INC.
                          (A Development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
                                                      ASSETS

                                                                            March 31,               December 31,
                                                                              2001                  2000
                                                                         -----------------     -----------------
                                                                            (Unaudited)
CURRENT ASSETS
<S>                                                                      <C>                   <C>
   Cash                                                                  $           1,276     $              70
                                                                         -----------------     -----------------

     Total Current Assets                                                            1,276                    70
                                                                         -----------------     -----------------

     TOTAL ASSETS                                                        $           1,276     $              70
                                                                         =================     =================


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                  ----------------------------------------------

CURRENT LIABILITIES

   Due to related party                                                  $             100     $             100
   Account payable                                                                   5,565                 3,500
                                                                         -----------------     -----------------

     Total Current Liabilities                                                       5,665                 3,600
                                                                         -----------------     -----------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock authorized: 25,000,000 common
    shares at $0.001 par value; 2,150,000 and 2,142,000
   shares issued and outstanding, respectively                                       2,150                 2,142
   Capital in excess of par value                                                    7,074                 5,082
   Deficit accumulated during the development stage                                (13,613)              (10,754)
                                                                         -----------------     -----------------

     Total Stockholders' Equity (Deficit)                                           (4,389)               (3,530)
                                                                         -----------------     -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                                                  $           1,276     $              70
                                                                         =================     =================
</TABLE>

                                                        -4-

<PAGE>

                                                    C D T INC.
                                           (A Development Stage company)
                                             Statements of Operations
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                                              From
                                                                          Inception on
                                                For the                     April 6,
                                           Three Months Ended             1990 Through
                                               March 31,                    March 31,
                                --------------------------------------
                                       2001               2000                2001
                                ------------------  ------------------  ------------------
<S>                             <C>                 <C>                 <C>
REVENUES                        $            -      $           -       $           -

EXPENSES

   General and administrative                2,859               1,812              13,613
                                ------------------  ------------------  ------------------

     Total Expenses                          2,859               1,812              13,613
                                ------------------  ------------------  ------------------

LOSS FROM OPERATIONS                        (2,859)             (1,812)            (13,613)
                                ------------------  ------------------  ------------------

NET LOSS                        $           (2,859) $           (1,812) $          (13,613)
                                ==================  ==================  ==================

BASIC LOSS PER SHARE            $            (0.00) $            (0.00)
                                ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 SHARES                                  2,142,329           1,071,000
                                ==================  ==================
</TABLE>

                                       -5-

<PAGE>

<TABLE>
<CAPTION>

                                                            C D T INC.
                                                  (A Development Stage Company)
                                           Statements of Stockholders' Equity (Deficit)
                                      From Inception on April 6, 1990 Through March 31, 2001

                                                                                                             Deficit
                                                                                                           Accumulated
                                                                                        Additional         During the
                                                            Common Stock                  Paid-in          Development
                                                 ---------------------------------
                                                      Shares             Amount          Capital              Stage
                                                 ---------------   ---------------   ---------------    ----------------
<S>                                                    <C>          <C>               <C>                <C>
Balance at inception on April 6, 1990                     -        $        -        $        -         $         -

Common stock issued for cash at
 $0.002 per share                                      2,120,000             2,120             2,120              -

Common stock issued to directors
 at $0.002 per share                                      18,000                18                18              -

Common stock issued for services
 at $0.002 per share                                       4,000                 4                 4              -

Net loss from inception on April 6, 1990
 through December 31, 1995                                -                 -                 -                     (914)
                                                 ---------------   ---------------   ---------------    ----------------

Balance, December 31, 1995                             2,142,000             2,142             2,142                (914)

Net loss for the year ended
 December 31, 1996                                        -                 -                 -                     (135)
                                                 ---------------   ---------------   ---------------    ----------------

Balance, December 31, 1996                             2,142,000             2,142             2,142              (1,049)

Net loss for the year ended
 December 31, 1997                                        -                 -                 -                      (85)
                                                 ---------------   ---------------   ---------------    ----------------

Balance, December 31, 1997                             2,142,000             2,142             2,142              (1,134)

Net loss for the year ended
 December 31, 1998                                        -                 -                 -                      (85)
                                                 ---------------   ---------------   ---------------    ----------------

Balance, December 31, 1998                             2,142,000             2,142             2,142              (1,219)

Net loss for the year ended
 December 31, 1999                                        -                 -                 -                   (2,297)
                                                 ---------------   ----------------  ---------------    ----------------

Balance, December 31, 1999                             2,142,000             2,142             2,142              (3.516)

Contributed capital                                       -                 -                  2,940              -

Net loss for the year ended
 December 31, 2000                                        -                 -                 -                   (7,238)
                                                 ---------------   ---------------   ---------------    ----------------

Balance, December 31, 2000                             2,142,000   $         2,142   $         5,082    $        (10,754)
                                                 ---------------   ---------------   ---------------    ----------------
</TABLE>

                                                               -6-

<PAGE>

<TABLE>
<CAPTION>

                                                            C D T INC.
                                                  (A Development Stage Company)
                                     Statements of Stockholders' Equity (Deficit) (Continued)
                                      From Inception on April 6, 1990 Through March 31, 2001

                                                                                                            Deficit
                                                                                                          Accumulated
                                                                                        Additional        During the
                                                            Common Stock                 Paid-in          Development
                                                 ---------------------------------
                                                      Shares             Amount          Capital             Stage
                                                 ---------------   ---------------   ---------------    ----------------
<S>                                                    <C>         <C>               <C>                <C>
Balance Forward                                        2,142,000   $         2,142   $         5,082    $        (10,754)

Common stock issued for cash at
 $0.25 per share (unaudited)                               8,000                 8             1,992               -

Net loss for the three months ended
 March 31, 2001 (unaudited)                               -                 -                 -                  (2,859)
                                                 ---------------   ---------------   ---------------    ----------------

Balance, March 31, 2001 (unaudited)                    2,150,000   $         2,150   $         7,074    $        (13,613)
                                                 ===============   ===============   ===============    ================
</TABLE>

                                                               -7-

<PAGE>

<TABLE>
<CAPTION>
                                                    C D T INC.
                                           (A Development Stage Company)
                                             Statements of Cash Flows
                                                    (Unaudited)

                                                                                                      From
                                                                                                   Inception on
                                                                            For the                April 6,
                                                                   Three Months Ended              1990 Through
                                                                       March 31,                   March 31,
                                                        --------------------------------------
                                                               2001               2000                2001
                                                        ------------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
 ACTIVITIES
<S>                                                     <C>                 <C>                 <C>
   Net loss                                             $           (2,859) $           (1,812) $          (13,613)
   Adjustments to reconcile net loss to net
    cash used by operating activities:
     Issuance of stock for services                                 -                   -                       44
   Changes in operating assets and
    liabilities:
     Increase in due to related party                               -                   -                      100
     Increase (decrease) in accounts
       payable                                                       2,065               1,776               5,565
                                                        ------------------  ------------------  ------------------

       Net Cash (Used) by Operating Activities                        (794)                (36)             (7,904)
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
 ACTIVITIES                                                         -                   -                   -
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

     Net stock offering proceeds                                     2,000              -                    6,240
     Contributed capital                                            -                   -                    2,940
                                                        ------------------  ------------------  ------------------

       Net Cash Provided by Financing
        Activities                                                   2,000              -                    9,180
                                                        ------------------  ------------------  ------------------

NET INCREASE (DECREASE) IN CASH                                      1,206                                   1,276

CASH AT BEGINNING OF PERIOD                                             70                 819              -
                                                        ------------------  ------------------  ------------------

CASH AT END OF PERIOD                                   $            1,276  $              783  $            1,276
                                                        ==================  ==================  ==================

CASH PAYMENTS FOR:

   Income taxes                                         $           -       $           -       $           -
   Interest                                             $           -       $           -       $           -

SCHEDULE OF NON-CASH FINANCING

   Common stock issued for services                     $           -       $           -       $               44
</TABLE>

                                                        -8-

<PAGE>

                                   C D T INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      March 31, 2001 and December 31, 2000


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,   2001,   the  Company  had  net   operating   loss
              carryforwards of approximately  $13,600 that may be offset against
              future  taxable  income  through  2020.  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.

                                       -9-

<PAGE>

                                   C D T INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      March 31, 2001 and December 31, 2000

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Basic Loss Per Share

              The  computation  of basic income (loss) per share of common stock
              is based on the  weighted  average  number of  shares  outstanding
              during the period.

                               For the Three Months Ended
                                      March 31, 2001
              ---------------------------------------------------------
                    Income              Shares            Per Share
                   (Numerator)         (Denominator)       Amount
              ------------------  ------------------  -----------------

              $           (2,859)          2,142,329  $           (0.00)
              ==================  ==================  =================


                               For the Three Months Ended
                                      March 31, 2000
              ---------------------------------------------------------
                    (Loss)              Shares            Per Share
                   (Numerator)         (Denominator)       Amount
              ------------------  ------------------  -----------------

              $           (1,812)          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.

              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.

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.

                                      -10-

<PAGE>

                                   C D T INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 3 -      COMMON STOCK TRANSACTIONS

              The Company  authorized a 2-for-1  forward  stock split on July 3,
              2000.  The stock  split is shown  retroactively  in the  financial
              statements.

NOTE 4 -      RELATED PARTY TRANSACTIONS

              The Company's  president was paid  out-of-pocket  expenses through
              March  31,  2001   totaling   $100.   The  amount  is   unsecured,
              non-interest bearing, and is due on demand.

                                      -11-

<PAGE>

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 a development  stage company with minimal
assets or capital and no significant operations or income since its inception.

         Management  believes that the Company  requires only nominal capital to
maintain the Company's corporate viability.  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 advances from a shareholder of the Company.
It is anticipated that future expenses will be handled in a similar manner.

         At March 31, 2001 and December  31, 2000,  the Company had total assets
consisting of cash of $1,276 and $70,  respectively.  Total liabilities at March
31, 2001 and December 31, 2000 were $5,665 and $3,600,  respectively,  primarily
consisting of accounts payable.

         The Company has not had  significant  operations or revenues  since its
inception.  For the three  months  ended March 31,  2001,  the  Company's  total
expenses were $2,859  compared to $1,812 for the same 1999 period.  The expenses
are associated with the filing of the Company's  registration  statement in 2000
and expenses related to professional fees.

         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 relatively 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.  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.  In the event 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

                                      -12-

<PAGE>

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 $16,600 of net operating loss
carryforwards  as of March 31, 2001,  which may be offset against taxable income
and income taxes through  2020.  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, 2000
or three month  period  ended March 31, 2001  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.

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 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

         During the three month period ended March 31, 2001,  the Company issued
a total of 8,000 shares of authorized,  but previously unissued common stock for
$.25 per share or an  aggregate  of $2,000.  In issuing  these  securities  in a
private  transaction,  the Company relied upon the exemption  from  registration
provided by Section 4(2) of the  Securities  Act of 1933, as amended.  The gross
proceeds are to be used for the general operating expenses of 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

                                      -13-

<PAGE>

         This Item is not applicable to the Company.

Item 6.  Exhibits and Reports on Form 8-K

         (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, 2001.






                                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 14, 2001             By:  /S/ ROBERT F. GALLAGHER
                                   ---------------------------------
                                         Robert R. Gallagher
                                         C.E.O., C.F.O., President and Director





Date:  May 14, 2001             By: /S/ GEORGE S. WHITING
                                   --------------------------------
                                         George S. Whiting
                                         Secretary/Treasurer,  and Director
                                         (Principal Accounting
                                          Officer)


                                      -14-

<PAGE>