UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                   (Check One)
[ ] Form 10-K and Form 10-KSB    [ ] Form 20-F     [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB    [ ] Form N-SAR


                                                    -------------------
                                                        SEC File Number
For Period Ended:  June 30, 2001                           000-31917

                                                    -------------------

                                                    -------------------
     [ ] Transition Report on Form 10-K                  Cusip Number
     [ ] Transition Report on Form 20-F
     [ ] Transition Report on Form 11-K
                                                    -------------------
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR
     For the Transition Period Ended:
                                      --------------------------


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  Read Instruction (on back page) Before Preparing Form. Please Print
or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

C.D. Acquisition Corp.
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Full Name of Registrant


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Former Name if Applicable

506 South 15th Street
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Address of Principal Executive Office (Street And Number)

Bismarck, N.D. 58504
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City, State and Zip Code



PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

           (a)   The reasons described in reasonable detail in Part III
                 of this form could not be eliminated without
                 unreasonable effort or expense;

[X]        (b)   The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portionthereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
           (c)   The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.

      The Form 10-Q could not be filed within the prescribed period due
to complications in compiling the information required for the financial
statements.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

            Les Beastrom                   (972)293-2424
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               (Name)                (Area Code)(Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).         [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?                           [ ] Yes [X] No

      If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made:


                  C. D. Acquisition Corp.
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       (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.

Date  August 14, 2001                         By  /s/ Les Beastrom
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                                             Les Beastrom, President