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:  March 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
               portion thereof, 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  May 15, 2001                          By  /s/ Les Beastrom
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                                            Les Beastrom, President