SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

             [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended: December 31, 2000

                      Commission file number 000-31917

                         C. D. Acquisition Corp., Incorporated
           (Exact name of registrant as specified in its charter)

Nevada                                            74-2974411
------------                                      -----------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

506 SOUTH 15th STREET
BISMARCK, N.D.                                    58504
-----------------------------                     -----------------
(Address of principal executive offices)          (zip code)


                Issuer's Telephone Number:    (972) 293-2424

       Securities registered under Section 12(b) of the Exchange Act:
                                    None

       Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock, $.001 par value
                              (Title if Class)

     Indicate  by check mark  whether the  registrant  (a) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The number of shares of Common  Stock,  $0.001 par  value,  outstanding  on
December 31, 2000, was 5,000,000 shares, held by approximately 1 stockholder.

ITEM 1.   DESCRIPTION OF BUSINESS

      We were  incorporated on September 29, 2000 under the laws of the State of
Nevada to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the developmental
stage since inception and has no operations to date other than issuing shares to
its original shareholder.

     We registered our common stock on a Form 10-SB registration statement filed
pursuant to the Securities  Exchange Act of 1934 (the  "Exchange  Act") and Rule
12(g) thereof.  We intend to file with the  Securities  and Exchange  Commission
periodic and episodic  reports under Rule 13(a) of the Exchange  Act,  including
quarterly reports on Form 10-QSB and annual reports on Form 10- KSB.

      We will  attempt to locate and  negotiate  with a business  entity for the
combination  of that target  company  with the  Company.  The  combination  will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange.  In most  instances  the target  company  will wish to  structure  the
business  combination to be within the  definition of a tax-free  reorganization
under  Section  351 or Section  368 of the  Internal  Revenue  Code of 1986,  as
amended.

      No  assurances  can be given that the we will be successful in locating or
negotiating with any target company.

      The  Company has been formed to provide a method for a foreign or domestic
private  company  to  become  a  reporting  ("public")  company  with a class of
registered securities.

      There are certain perceived benefits to being a reporting  company.  These
are commonly thought to include the following:

      *     increased visibility in the financial community;
      *     provision of information required under Rule 144 for
            trading of eligible securities;
      *     compliance with a requirement for admission to quotation
             on the OTC Bulletin Board maintained by Nasdaq or on the
            Nasdaq SmallCap Market;
      *     the facilitation of borrowing from financial institutions;
      *     improved trading efficiency;
      *     shareholder liquidity;
      *     greater ease in subsequently raising of capital;
      *     compensation of key employees through stock options for
            which there may be a market valuation;
      *     enhanced corporate image.

      There  are also  certain  perceived  disadvantages  to  being a  reporting
company. These are commonly thought to include the following:

      *     requirement for audited financial statements;
      *     required publication of corporate information;
      *     required filings of periodic and episodic reports with
            the Securities and Exchange Commission;
      *     increased rules and regulations governing management,
            corporate activities and shareholder relations.

Management  does not have the capacity to conduct as extensive an  investigation
of a target business as might be undertaken by a venture capital fund or similar
institution.  As a result,  management may elect to merge with a target business
which has one or more undiscovered  shortcomings and may, if given the choice to
select among target  businesses,  fail to enter into an agreement  with the most
investment-worthy target business.

     Following a business combination we may benefit from the services of others
in regard to accounting,  legal  services,  underwritings  and corporate  public
relations.  If requested by a target  business,  management may recommend one or
more underwriters,  financial advisors,  accountants,  public relations firms or
other consultants to provide such services.

     A potential  target  business  may have an agreement  with a consultant  or
advisor  providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target business may be presented to us
only on the condition  that the services of a consultant or advisor be continued
after a merger or acquisition.  Such preexisting agreements of target businesses
for the  continuation  of the services of  attorneys,  accountants,  advisors or
consultants could be a factor in the selection of a target business.

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is likely that our present  management and  stockholder  will no longer be in
our control.  In addition,  it is likely that the our officer and director will,
as part of the terms of the acquisition  transaction,  resign and be replaced by
one or more new officers and directors.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal and state securities laws.

No  assurances  can be  given  that we will be  able to  enter  into a  business
combination,  as to the terms of a business combination,  or as to the nature of
the target business.

     As of  the  date  hereof,  management  has  not  made  any  final  decision
concerning or entered into any written  agreements  for a business  combination.
When any such agreement is reached or other  material fact occurs,  we will file
notice of such agreement or fact with the Securities and Exchange  Commission on
Form 8-K.  Persons  reading this Form 10-KSB are advised to determine if we have
subsequently filed a Form 8-K.

We  anticipate  that  the  selection  of a  business  opportunity  in  which  to
participate  will be  complex  and  without  certainty  of  success.  Management
believes (but has not conducted any research to confirm) that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar  benefits to key employees,  increasing the opportunity
to use securities for acquisitions,  and providing liquidity for stockholder and
other  factors.  Business  opportunities  may be  available  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

ITEM 2.   DESCRIPTION OF PROPERTY

We have no  properties  and at this  time  have no  agreements  to  acquire  any
properties.  We  currently  use  the  offices  of  management  at no cost to us.
Management  has  agreed  to  continue  this  arrangement  until we  complete  an
acquisition or merger.

ITEM 3.   LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders,  through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is currently no public market for our securities. We do not intend to
trade our  securities  in the  secondary  market until  completion of a business
combination or acquisition.  It is anticipated that following such occurrence we
will cause our common  stock to be listed or admitted to  quotation  on the NASD
OTC  Bulletin  Board or, if we then meet the  financial  and other  requirements
thereof,  on the Nasdaq SmallCap  Market,  National Market System or regional or
national exchange.



     The proposed business  activities  described herein classify us as a "blank
check"  company.  The  Securities  and Exchange  Commission and many states have
enacted statutes, rules and regulations limiting the sale of securities of blank
check companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities  until such
time as we have  successfully  implemented  our business plan described  herein.
Accordingly,  our  stockholder  has  agreed  that he will not sell or  otherwise
transfer his shares of our common stock except in  connection  with or following
completion  of a merger or  acquisition  and we have no longer  classified  as a
blank check company.

     There is currently one stockholder of our outstanding common stock.

     During the past  three  years,  we have  issued  securities  which were not
registered as follows:



                                 Number of
 Date            Name            Shares          Consideration

 10/02/2000      Les Beastrom    5,000,000       Founder & Services
                                                 Performed During
                                                 Incorporation


With  respect to the share issue made to Mr.  Beastrom  the Company  relied upon
Section 4(2) of the Securities Act of 1933, as amended and Rule 506  promulgated
thereunder.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     We were formed to engage in a merger with or acquisition of an unidentified
foreign or  domestic  company  which  desires to become a  reporting  ("public")
company  whose  securities  are  qualified  for  trading  in the  United  States
secondary market. We meet the definition of a "blank check" company contained in
Section (7)(b)(3) of the Securities Act of 1933, as amended. We have been in the
developmental  stage since inception and have no operations to date.  Other than
issuing  shares  to  our  original  stockholder,   we  have  not  commenced  any
operational activities.

     We will not acquire or merge with any entity which cannot  provide  audited
financial  statements at or within a reasonable  period of time after closing of
the  proposed  transaction.  We are  subject to all the  reporting  requirements
included in the Exchange Act. Included in these requirements is our duty to file
audited  financial  statements  as part of our  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited  financial  statements  included in our annual  report on
Form 10-K (or 10-KSB, as applicable).  If such audited financial  statements are
not  available  at closing,  or within time  parameters  necessary to insure our
compliance  with  the  requirements  of the  Exchange  Act,  or if  the  audited
financial  statements provided do not conform to the representations made by the
target business, the closing documents may provide that the proposed transaction
will be voidable at the discretion of our present management.



     We will not restrict our search for any specific  kind of  businesses,  but
may acquire a business which is in its preliminary or development  stage,  which
is already in operation, or in essentially any stage of its business life. It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

     A business  combination  with a target  business will normally  involve the
transfer to the target  business of the  majority of our common  stock,  and the
substitution  by the  target  business  of  its  own  management  and  board  of
directors.

     We have,  and will  continue to have,  no capital with which to provide the
owners  of  business  opportunities  with  any cash or  other  assets.  However,
management  believes we will be able to offer owners of  acquisition  candidates
the  opportunity  to  acquire a  controlling  ownership  interest  in a publicly
registered  company  without  incurring the cost and time required to conduct an
initial  public  offering.  Our officer and  director has not  conducted  market
research and is not aware of statistical data to support the perceived  benefits
of a merger or acquisition transaction for the owners of a business opportunity.

     Our audit  reflects  the fact  that we have no  current  source of  income.
Further,  that without  realization of additional  capital, it would be unlikely
for the Company to continue as a going concern.

     Our  stockholder  has agreed that they will  advance any  additional  funds
which we need for operating  capital and for costs in connection  with searching
for or completing an acquisition  or merger.  Such advances will be made without
expectation  of repayment  unless the owners of the business which we acquire or
merge with agree to repay all or a portion of such advances. There is no minimum
or maximum  amount such  stockholder  will advance to us. We will not borrow any
funds for the purpose of repaying advances made by such stockholder, and we will
not borrow any funds to make any payments to our promoters,  management or their
affiliates or associates.

ITEM 7.   FINANCIAL STATEMENTS

     See  Index  to  Financial  Statements  and  Financial  Statement  Schedules
appearing on page F-1 through F-8 of this Form 10-KSB.

ITEM  8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

     There were no changes in or  disagreements  with  accountants on accounting
and financial disclosure for the period covered by this report.

PART III

ITEM  9     DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Our Director and Officer is as follows:

Name                       Age              Position and Offices Held
------------------------------------------------------------------
Les Beastrom               46               President, Secretary, Director

There are no agreements or understandings  for the officer or director to resign
at the request of another person and the above-named officer and director is not
acting on behalf of nor will act at the direction of any other person.

      Set forth below is the name of the  director  and officer of the  Company,
all positions and offices with the Company held,  the period during which he has
served as such, and the business experience during at least the last five years:

Les Beastrom haas been employed by J.H.  Kelly Co. of Longview Wa. since 1994 as
a pipe welder  supervisor.  His duties have included  site project  supervision,
quality  control,  and  project  progress  reports.  For the past 20  years  Mr.
Beastrom has been a member of the Plumbers and Stemfitters Local # 300.

PREVIOUS BLANK CHECK COMPANIES

      The  Company's  President,  Les Beastrom has not been  involved with other
blank check companies in the past.

CURRENT BLANK CHECK COMPANIES

      Les Beastrom,  the president of the Company,  is not currently involved in
other blank check companies.

CONFLICTS OF INTEREST

      Les Beastrom, the Company's sole officer and director, expects to organize
other  companies of a similar nature and with a similar  purpose as the Company.
Consequently,  there could be potential inherent conflicts of interest in acting
as an officer and director of the Company. In addition,  insofar as Mr. Beastrom
would be engaged in other business  activities,  he may devote only a portion of
his time to the Company's affairs.

      A conflict  may arise in the event that another  blank check  company with
which  Mr.  Beastrom  would be  affiliated  also  would  actively  seek a target
company. It is anticipated that target companies will be located for the Company
and other blank check companies in chronological  order of the date of formation
of such blank check companies or, in the case of blank check companies formed on
the same date,  alphabetically.  However, other blank check companies may differ
from the  Company in certain  items  such as place of  incorporation,  number of
shares and shareholders,  working capital,  types of authorized  securities,  or
other  items.  It may be that a target  company may be more  suitable for or may
prefer a certain blank check company  formed after the Company.  In such case, a
business  combination  might be  negotiated  on behalf of the more  suitable  or
preferred  blank check company  regardless of date of  formation.  However,  Mr.
Beastrom's  beneficial and economic  interest in all blank check  companies with
which he would be involved would be identical to this one.

     Mr. Beastrom is currently a fulltime employee of J.H. Kelly Co. where he is
a pipe fitter welder  supervisor.  As such, demands may be placed on the time of
Mr. Beastrom which will detract from the amount of time she is able to devote to
the Company.  Mr.  Beastrom  intends to devote as much time to the activities of
the Company as  required.  However,  should such a conflict  arise,  there is no
assurance that Mr.  Beastrom would not attend to other matters prior to those of
the Company. Mr. Beastrom estimates that the business plan of the Company can be
implemented  in theory by devoting  approximately  10 to 25 hours per month over
the course of several months but such figure cannot be stated with precision.

   The terms of a business combination may include such terms as Mr. Beastrom
remaining a director or officer of the Company and/or the continuing  consulting
or  invesment  banking  for the  prospective  merger  candidate.  The terms of a
business  combination  may  provide  for a payment by cash or  otherwise  to Mr.
Beastrom  for the purchase or  retirement  of all or part of its common stock of
the  Company  by a  target  company  or for  services  rendered  incident  to or
following a business combination.  Mr. Beastrom would directly benefit from such
employment or payment.  Such benefits may influence Mr.  Beastrom's  choice of a
target company.

      The  Company  will not enter into a business  combination,  or acquire any
assets of any kind for its securities, in which management of the Company or any
affiliates or associates have any interest, direct or indirect.

      There are no binding  guidelines  or procedures  for  resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.


ITEM 10.  EXECUTIVE COMPENSATION

     Our officer and director does not receive any compensation for his services
rendered,  has not received such  compensation  in the past, and is not accruing
any  compensation  pursuant to any agreement with us.  However,  our officer and
director  anticipates  receiving  benefits  as  a  beneficial  stockholder  and,
possibly, in other ways.

     No retirement,  pension, profit sharing, stock option or insurance programs
or other  similar  programs  have  been  adopted  by us for the  benefit  of our
employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The  following  table  sets  forth each  person  known by the  Company to be the
beneficial  owner of five percent or more of the  Company's  Common  Stock,  all
directors individually and all directors and officers of the Company as a group.
Except as noted,  each person has sole voting and investment  power with respect
to the shares shown.



                                       Amount of
                                       Beneficial              Percentage
Beneficial Owner                       Ownership               of Class


Les Beastrom (1)                       5,000,000               100%

All Executive Officers and
Directors and control persons as a
Group (1Person)                        5,000,000               100%



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has one Director and Officer as follows:



 Name                 Age              Positions and Offices Held


Les Beastrom          46               President, Secretary,  Director




ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

3.1*   Certificate  of  Incorporation  filed  as an  exhibit  to  the  Company's
       registration  statement  on Form 10-SB  filed on  November  8, 2000,  and
       incorporated herein by reference.


3.2*   By-Laws  filed as an exhibit to the Company's  registration  statement on
       Form  10-SB  filed on  November  8,  2000,  and  incorporated  herein  by
       reference.



-------------------------------
*    Previously filed
**   Filed herewith

(b) There were no reports on Form 8-K filed by the Company during the year ended
December 31, 2000.

                                 SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              C.D. ACQUISITION CORP

                              By:_/s/ Les Beastrom
                                   Les Beastrom, President

Dated:    April 9, 2001

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

NAME                     OFFICE              DATE

/s/Les Beastrom
Les Beastrom                   Director            April 9, 2001


































































                              C.D. ACQUISITION CORP
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2000




<PAGE>



                              C.D. ACQUISITION CORP
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS





CONTENTS


                                                                PAGE

INDEPENDENT AUDITORS' REPORT                                    F-1

BALANCE SHEET                                                   F-2

STATEMENT OF OPERATIONS                                         F-3

STATEMENT OF STOCKHOLDER'S EQUITY                               F-4

STATEMENT OF CASH FLOWS                                         F-5

NOTES TO FINANCIAL STATEMENTS                                   F-6-F-8





<PAGE>
















                          INDEPENDENT AUDITORS' REPORT




TO THE BOARD OF DIRECTORS OF C.D. ACQUISITION CORP.:

We have audited the  accompanying  balance  sheet of C.D.  Acquisition  Corp. (A
Development Stage Company) as of December 31, 2000 and the related statements of
operations,  stockholder's  equity and cash flows for the period from  September
29, 2000  (inception) to December 31, 2000.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of C.D.  Acquisition Corp. as of
December 31, 2000 and the results of its  operations  and its cash flows for the
period from  September 29, 2000  (inception)  to December 31, 2000 in conformity
with generally accepted accounting principles.




                                        MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                                    Certified Public Accountants

New York, New York
March 15, 2001



















                                       F-1


<PAGE>






                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 2000




     ASSETS                                                    $         -
                                                               ===============

     LIABILITIES AND STOCKHOLDER'S EQUITY
          Liabilities                                          $         -
                                                               ---------------

     STOCKHOLDER'S EQUITY
     Common Stock, $0.001 par value;
         25,000,000 shares authorized,
          5,000,000 shares issued and outstanding                     5,000
     Additional paid-in capital                                         500
     Deficit accumulated during
        the development stage                                        (5,500)
                                                                ---------------
        Total stockholder's equity                                       -
                                                                ---------------

                 Total liabilities and stockholder's equity
                                                                $         -
                                                                ===============



















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

                                       F-2


<PAGE>


                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                            STATEMENT OF OPERATIONS
                     FOR THE PERIOD FROM SEPTEMBER 29, 2000
                        (INCEPTION) TO DECEMBER 31, 2000






     Revenue                                                      $         -

     General and administrative expenses                                 5,500
                                                                 ---------------

     Loss from operations before provision for income taxes            ( 5,500)

     Provision for income taxes                                             -
                                                                 ---------------

     Net loss                                                        $ ( 5,500)
                                                                 ===============

     Net loss per share - basic and diluted                        $         -
                                                                 ===============

     Weighted average number of common shares
      outstanding                                                     5,000,000
                                                                 ===============














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

                                       F-3


<PAGE>




                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDER'S EQUITY
               SEPTEMBER 29, 2000 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                            Deficit
                                                                                            Accumulated
                                                                               Additional   During the
                                                                               Paid-in      Development
                                                     Shares        Amount      Capital      Stage         Total
                                                    ---------------------------------------------------------------------
<S> .............................................   <C>                  <C>          <C>          <C>           <C>
Balance, September 29, 2000 .....................   - $                 --     $     --     $     --      $     --

Issuance of shares for services - October 2, 2000                               5,000,000        5,000         5,000
                                                                                            ----------    ----------

Expenses paid by shareholder ....................                                                                500
                                                                        --           --           --             500

Net loss ........................................          --           --           --         (5,500)       (5,500)
                                                                                                          ----------

Balance, December 31, 2000 ......................   5,000,000 $        5,000   $      500   $   (5,500)   $     --
                                                                                                          ==========
</TABLE>


























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

                                       F-4
















                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
               SEPTEMBER 29, 2000 (INCEPTION) TO DECEMBER 31, 2000




     CASH FLOWS FROM OPERATING ACTIVITIES
          Net loss                                               $   (5,500)
          Stock issued for services                                   5,000
          Expenses paid by shareholder                                  500
                                                                ---------------
     NET CASH USED IN OPERATING ACTIVITIES                                -


     CASH AND CASH EQUIVALENTS - September 29, 2000                       -
                                                                ---------------

     CASH AND CASH EQUIVALENTS -December 31, 2000
     Net loss per share - basic and diluted                      $         -
                                                                ===============


     SUPPLEMENTAL INFORMATION:
         During the initial  period  September  29 to  December  31,  2000,  the
Company paid no cash for interest or income taxes.






















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

                                       F-5


<PAGE>


                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Operations
C.D. Acquisition Corp. (the "Company") is currently a development-stage  company
under the  provisions  of the  Financial  Accounting  Standards  Board  ("FASB")
Statement  of  Financial  Accounting  Standards  ("SFAS") NO. 7. The Company was
incorporated under the laws of the state of Nevada on September 29, 2000.

                    Use of 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 revenue and
                    expenses during the reporting  period.  Actual results could
                    differ from those estimates.

                    Cash and Cash Equivalents
                    The  Company   considers  all  highly   liquid   investments
                    purchased  with original  maturities of three months or less
                    to be cash equivalents.

                    Income Taxes
                    Income taxes are provided for based on the liability  method
                    of  accounting  pursuant  to SFAS No. 109,  "Accounting  for
                    Income Taxes".  Deferred  income taxes, if any, are recorded
                    to  reflect  the  tax   consequences   on  future  years  of
                    differences  between the tax bases of assets and liabilities
                    and their financial reporting amounts at each year-end.

                    Earnings Per Share
                    The Company calculates earnings per share in accordance with
                    SFAS  No.  128,   "Earnings  Per  Share",   which   requires
                    presentation  of  basic  earnings  per  share  ("BEPS")  and
                    diluted earnings per share ("DEPS"). The computation of BEPS
                    is  computed  by  dividing   income   available   to  common
                    stockholders  by the weighted  average number of outstanding
                    common  shares  during the period.  DEPS gives effect to all
                    dilutive  potential  common  shares  outstanding  during the
                    period.  The computation of DEPS does not assume conversion,
                    exercise or  contingent  exercise of  securities  that would
                    have an antidilutive effect on earnings.  As of December 31,
                    2000,  the Company has no securities  that would effect loss
                    per share if they were to be dilutive.

                    Comprehensive Income
                    SFAS No. 130, "Reporting Comprehensive Income",  establishes
                    standards  for the  reporting  and display of  comprehensive
                    income and its components in the financial  statements.  The
                    Company  had no  items  of other  comprehensive  income  and
                    therefore  has not  presented a statement  of  comprehensive
                    income.


                                       F-6


<PAGE>


                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 2 -          INCOME TAXES

                    The  components  of the  provision  for income taxes for the
                    period from  September 29, 2000  (inception) to December 31,
                    2000 are as follows:

                     Current Tax Expense
                         U.S. Federal                           $           -
                         State and Local                                    -
                                                                --------------
                     Total Current                                          -
                                                                --------------

                     Deferred Tax Expense
                         U.S. Federal                                       -
                         State and Local                                    -
                                                                --------------
                     Total Deferred                             _           -
                                                                 -------------

                     Total Tax Provision (Benefit) from
                      Continuing Operations                     $           -
                                                                =============

                    The  reconciliation  of the effective income tax rate to the
Federal statutory rate is as follows:

                    Federal Income Tax Rate                              34.0%
                    Effect of Valuation Allowance                   (   34.0)%
                                                                   ---------
                    Effective Income Tax Rate                             0.0%
                                                                  ===========

                    At December  31,  2000,  the  Company  had net  carryforward
                    losses of $5,500.  Because  of the  current  uncertainty  of
                    realizing the benefits of the tax carryforward,  a valuation
                    allowance  equal to the tax benefits for deferred  taxes has
                    been  established.  The full  realization of the tax benefit
                    associated with the carryforward depends  predominantly upon
                    the Company's  ability to generate taxable income during the
                    carryforward period.

                    Deferred  tax assets  and  liabilities  reflect  the net tax
                    effect of temporary  differences between the carrying amount
                    of assets and liabilities for financial  reporting  purposes
                    and  amounts  used  for  income  tax  purposes.  Significant
                    components  of  the   Company's   deferred  tax  assets  and
                    liabilities as of December 31, 2000 are as follows:

                    Deferred Tax Assets
                    Loss Carryforwards                             $    1,900

                     Less:  Valuation Allowance                    (    1,900)
                                                                  -----------
                     Net Deferred Tax Assets                   $            -
                                                               ==============

                    Net operating loss carryforwards expire in 2020.




















                                       F-7


<PAGE>


                             C.D. ACQUISITION CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 3 -            COMMON STOCK

                    On October 2, 2000, the Company issued  5,000,000  shares of
common stock for services valued at $5,000.