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
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
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
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
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
C.D. ACQUISITION CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
SEPTEMBER 29, 2000 (INCEPTION) TO DECEMBER 31, 2000
Deficit
Accumulated
Additional During the
Paid-in Development
Shares Amount Capital Stage Total
---------------------------------------------------------------------
.............................................
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) $ --
==========
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
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
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
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.