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 June 30, 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 June 30, 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 -- June 30, 2000 and December 31, 1999...............................      4

                  Statements of Operations -- three and six months ended June 30, 2001
                    and 2000..........................................................................      5

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

                  Statements of Cash Flows -- six months ended June 30, 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 June
30, 2001, have been prepared by the Company.






                                    CDT, INC.
                          (A Development State Company)

                              FINANCIAL STATEMENTS

                       June 30, 2001 and December 31, 2000

                                       -3-

<PAGE>



                                   C D T INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS
                                     ------

                                                          June 30,  December 31,
                                                            2001        2000
                                                          --------    --------
                                                         (Unaudited)

CURRENT ASSETS

   Cash                                                       $448    $     70
                                                          --------    --------

     Total Current Assets                                      448          70
                                                          --------    --------

     TOTAL ASSETS                                             $448    $     70
                                                          ========    ========


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

CURRENT LIABILITIES

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

     Total Current Liabilities                                 500       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                           20,973      12,582
   Deficit accumulated during the development stage        (23,175)    (18,254)
                                                          --------    --------

     Total Stockholders' Equity (Deficit)                      (52)     (3,530)
                                                          --------    --------

     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                                   $    448    $     70
                                                          ========    ========
   The accompanying notes are an integral part of these financial statements.

                                       -4-

<PAGE>


<TABLE>
<CAPTION>

                                   C D T INC.
                          (A Development Stage company)
                            Statements of Operations
                                   (Unaudited)


                                                                                                                From
                                                                                                            Inception on
                                                         For the                     For the                   April 6,
                                                     Three Months Ended          Six Months Ended           1990 Through
                                                         June 30,                    June 30,                 June 30,
                                            -----------------------------   ----------------------------    -----------
                                                    2001          2000         2001             2000              2001
                                                -----------    ----------   -----------    -------------    -----------

<S>                                             <C>            <C>          <C>            <C>              <C>
REVENUES                                        $      --      $     --     $      --      $        --      $      --

EXPENSES

   General and administrative                         2,062           690         4,921            2,502         23,175
                                                -----------    ----------   -----------    -------------    -----------

     Total Expenses                                   2,062           690         4,921            2,502         23,175
                                                -----------    ----------   -----------    -------------    -----------

LOSS FROM OPERATIONS                                 (2,062)         (690)       (4,921)          (2,502)       (23,175)
                                                -----------    ----------   -----------    -------------    -----------

NET LOSS                                         $   (2,062)   $     (690)   $   (4,921)   $      (2,502)   $   (23,175)
                                                ===========    ==========   ===========    =============    ===========

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

WEIGHTED AVERAGE NUMBER OF
 SHARES                                           2,144,323     2,142,000     2,144,323        2,142,000           --
                                                ===========    ==========   ===========    =============    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -5-

<PAGE>


<TABLE>
<CAPTION>

                                   C D T INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
              From Inception on April 6, 1990 Through June 30, 2001



                                                                                                Deficit
                                                                                              Accumulated
                                                      Common Stock             Additional      During the
                                               -------------------------        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)

Contributed capital                                 --              --             7,500            --

Net loss for the year ended
 December 31, 1999                                  --              --              --            (9,797)
                                               ---------       ---------       ---------       ---------

Balance, December 31, 1999                     2,142,000           2,142           9,642         (11,016)

Contributed capital                                 --              --             2,940            --

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

Balance, December 31, 2000                     2,142,000       $   2,142       $  12,582       $ (18,254)
                                               ---------       ---------       ---------       ---------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -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 June 30, 2001



                                                                                    Deficit
                                                                                  Accumulated
                                                     Common Stock      Additional  During the
                                               ---------------------    Paid-in    Development
                                                 Shares      Amount     Capital      Stage
                                               ---------   ---------   ---------   ---------


<S>                                            <C>         <C>         <C>         <C>
Balance Forward                                2,142,000   $   2,142   $  12,582   $ (18,254)

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

Contributed capital                                 --          --         6,399        --

Net loss for the six months ended
 June 30, 2001 (unaudited)                          --          --          --        (4,921)
                                               ---------   ---------   ---------   ---------

Balance, June 30, 2001 (unaudited)             2,150,000   $   2,150   $  20,973   $ (23,175)
                                               =========   =========   =========   =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.




                                       -7-

<PAGE>


<TABLE>
<CAPTION>

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

                                                                             From
                                                                          Inception on
                                                         For the            April 6,
                                                      Six Months Ended   1990 Through
                                                         June 30,          June 30,
                                                   --------------------    --------
                                                     2001        2000        2001
                                                   --------    --------    --------

<S>                                                 <C>         <C>        <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

   Net loss                                         $(4,921)    $(2,502)   $(23,175)
   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 (decrease) in due to related party       (100)       --          --
     Increase (decrease) in accounts payable         (3,000)       --           500
                                                   --------    --------    --------

       Net Cash (Used) by Operating
        Activities                                   (8,021)     (2,502)    (22,631)
                                                   --------    --------    --------

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

CASH FLOWS FROM FINANCING
 ACTIVITIES

   Net stock offering proceeds                        2,000        --         6,240
   Contributed capital                                6,399       1,725      16,839
                                                   --------    --------    --------

       Net Cash Provided by Financing
        Activities                                    8,399       1,725      23,079
                                                   --------    --------    --------

NET INCREASE (DECREASE) IN CASH                         378        (777)        448

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

CASH AT END OF PERIOD                              $    448    $     42    $    448
                                                   ========    ========    ========

CASH PAYMENTS FOR:

   Income taxes                                    $   --      $   --      $   --
   Interest                                        $   --      $   --      $   --
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       -8-

<PAGE>



                                   C D T INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 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 June 30, 2001, the Company had net operating loss carryforwards
              of approximately $23,000 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
                       June 30, 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 Six Months Ended
                                 June 30, 2001
         ----------------------------------------------------------
               Income              Shares            Per Share
              (Numerator)         (Denominator)       Amount
         ------------------       -------------  -----------------

         $           (4,921)          2,144,323  $           (0.00)
         ==================  ==================  =================


                            For the Six Months Ended
                                 June 30, 2000
         ----------------------------------------------------------

               (Loss)              Shares            Per Share
              (Numerator)         (Denominator)       Amount
         ------------------       -------------  -----------------

         $             (690)          2,142,000  $           (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.

              The following is a reconciliation  of the March 31, 2001 financial
              statements as originally  reported to the restated  March 31, 2001
              financial statements:
<TABLE>
<CAPTION>

                                                        As Reported        As Adjusted        Difference
                                                   ------------------  -----------------  ------------------

<S>                                                <C>                 <C>                <C>             <C>
                  Capital in excess of par         $      7,074        $    14,574        $     7,500     (1)

                  Deficit accumulated
                    during development stage       $    (13,613)       $   (21,113)       $    (7,500)    (1)
</TABLE>

              (1)     Differences  represent  legal expenses paid by shareholder
                      and treated as contributed capital in the amount of $7,500
                      on November 29, 1999.

                                      -10-

<PAGE>



                                   C D T INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2001 and December 31, 2000


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.

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.

              The Company issued 8,000 shares of common stock at $0.25 per share
              on March 16, 2001.



                                      -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.  It is anticipated  that necessary
future  funds  will most  likely  be  provided  by the  Company's  officers  and
directors.  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, were paid for by advances from a shareholder of the Company. It is
anticipated that future expenses will be handled in a similar manner.

         At June 30, 2001 and December  31,  2000,  the Company had total assets
consisting of cash of $448 and $70, respectively.  Total liabilities at June 30,
2001 and  December  31,  2000  were  $500 and  $3,600,  respectively,  primarily
consisting of accounts payable.

         The Company has not had  significant  operations or revenues  since its
inception.  For the  three  and six  month  periods  ended  June 30,  2001,  the
Company's total expenses were $2,062 and $4,921, respectively,  compared to $690
and $2,502 for the corresponding 2000 periods.  The expenses are associated with
the  filing  of the  Company's  registration  statement  in 2000 and  continuing
professional fees related to preparation of requisite  financial  statements and
periodic and annual filings with the Securities and Exchange Commission.

         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  continue to 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


                                      -12-

<PAGE>


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 $23,000 of net operating loss
carryforwards  as of June 30, 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 six month period ended June 30, 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

         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


                                      -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 June 30, 2001.
                                      -14-
<PAGE>


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





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


                                      -15-

<PAGE>