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

                  Statements of Operations -- three and nine months ended
                    September 30, 2001 and 2000.......................................................      5

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

                  Statements of Cash Flows -- nine months ended September 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...............................................................................     14
</TABLE>

                                       -2-
<PAGE>

                                     PART I

Item 1.  Financial Statements

         The  following  unaudited  Financial  Statements  for the period  ended
September 30, 2001, have been prepared by the Company.




                                    CDT, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                    September 30, 2001 and December 31, 2000




                                       -3-
<PAGE>

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

                                                                                       2001    2000
                                                                                   --------    --------
                                                                                 (Unaudited)
                                                      ASSETS
<S>                                                                                <C>         <C>
CURRENT ASSETS

   Cash                                                                            $     76    $     70
                                                                                   --------    --------

     Total Current Assets                                                                76          70
                                                                                   --------    --------

     TOTAL ASSETS                                                                  $     76    $     70
                                                                                   ========    ========


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Due to related party                                                            $   --      $    100
   Account payable                                                                    1,000       3,500
                                                                                   --------    --------

     Total Current Liabilities                                                        1,000       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                                                    21,808      12,582
   Deficit accumulated during the development stage                                 (24,882)    (18,254)
                                                                                   --------    --------

     Total Stockholders' Equity (Deficit)                                              (924)     (3,530)
                                                                                   --------    --------

     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                                                            $     76    $     70
                                                                                   ========    ========
</TABLE>

                       See Notes to 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           Nine Months Ended        1990 Through
                                         September 30,                September 30,         September 30,
                                --------------------------    --------------------------
                                    2001          2000           2001           2000           2001
                                -----------    -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>            <C>
REVENUES                        $      --      $      --      $      --      $      --      $      --

EXPENSES

   General and administrative         1,707          1,122          6,628          3,624         24,882
                                -----------    -----------    -----------    -----------    -----------

     Total Expenses                   1,707          1,122          6,628          3,624         24,882
                                -----------    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                 (1,707)        (1,122)        (6,628)        (3,624)       (24,882)
                                -----------    -----------    -----------    -----------    -----------

NET LOSS                        $    (1,707)   $    (1,122)   $    (6,628)   $    (3,624)   $   (24,882)
                                ===========    ===========    ===========    ===========    ===========

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

WEIGHTED AVERAGE NUMBER OF
 SHARES                           2,150,000      2,142,000      2,147,502      2,142,000
                                ===========    ===========    ===========    ===========
</TABLE>

                       See Notes to Financial Statements

                                       -5-
<PAGE>

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

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>

                       See Notes to Financial Statements

                                       -6-
<PAGE>

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

                                                                              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   $  12,582   $ (18,254)

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

Contributed capital (unaudited)                --          --         7,234        --

Net loss for the nine months ended
 September 30, 2001 (unaudited)                --          --          --        (6,628)
                                          ---------   ---------   ---------   ---------

Balance, September 30, 2001 (unaudited)   2,150,000   $   2,150   $  21,808   $ (24,882)
                                          =========   =========   =========   =========
</TABLE>

                       See Notes to Financial Statements

                                       -7-
<PAGE>

                                   C D T INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              From
                                                                          Inception on
                                                           For the           April 6,
                                                      Nine Months Ended   1990 Through
                                                        September 30,     September 30,
                                                     2001        2000        2001
                                                   --------    --------    --------
CASH FLOWS FROM OPERATING
 ACTIVITIES
<S>                                                <C>         <C>         <C>
   Net loss                                        $ (6,628)   $ (3,624)   $(24,882)
   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         (2,500)        463       1,000
                                                   --------    --------    --------

       Net Cash (Used) by Operating
        Activities                                   (9,228)     (3,161)    (23,838)
                                                   --------    --------    --------

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

CASH FLOWS FROM FINANCING
 ACTIVITIES

   Net stock offering proceeds                        2,000        --         6,240
   Contributed capital                                7,234       2,348      17,674
                                                   --------    --------    --------

       Net Cash Provided by Financing
        Activities                                    9,234       2,348      23,914
                                                   --------    --------    --------

NET INCREASE (DECREASE) IN CASH                           6        (813)         76

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

CASH AT END OF PERIOD                              $     76    $      6    $     76
                                                   ========    ========    ========

CASH PAYMENTS FOR:

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

                       See Notes to Financial Statements

                                       -8-
<PAGE>

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


NOTE 1 -      CONDENSED FINANCIAL STATEMENTS

              The  accompanying  financial  statements have been prepared by the
              Company  without  audit.   In  the  opinion  of  management,   all
              adjustments  (which  include  only normal  recurring  adjustments)
              necessary to present  fairly the  financial  position,  results of
              operations  and cash flows at September  30, 2001 and 2000 and for
              all periods presented have been made.

              Certain information and footnote  disclosures normally included in
              financial   statements   prepared  in  accordance  with  generally
              accepted accounting  principles have been condensed or omitted. It
              is suggested that these condensed financial  statements be read in
              conjunction  with  the  financial  statements  and  notes  thereto
              included in the  Company's  December  31, 2000  audited  financial
              statements.  The results of operations for periods ended September
              30, 2001 and 2000 are not necessarily  indicative of the operating
              results for the full years.

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.


                                       -9-
<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 September  30, 2001 and  December  31,  2000,  the Company had total
assets  consisting of cash of $76 and $70,  respectively.  Total  liabilities at
September  30, 2001 and December 31, 2000 were $1,000 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 nine month periods ended  September 30, 2001,  the
Company's  total  expenses  were  $1,707 and $6,628,  respectively,  compared to
$1,122  and  $3,624  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

                                      -10-
<PAGE>

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 $23,000 of net operating loss
carryforwards  as of September  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 nine month period ended  September 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.


                                      -11-
<PAGE>

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

         (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, 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:  November 13, 2001          By: /S/ ROBERT F. GALLAGHER
                                      -----------------------
                                          Robert R. Gallagher
                                          C.E.O., C.F.O., President and Director





Date:  November 13, 2001          By: /S/ GEORGE S. WHITING
                                      ---------------------
                                          George S. Whiting
                                          Secretary/Treasurer,  and Director
                                                (Principal Accounting Officer)


                                      -12-