Edgar Filing: TDT DEVELOPMENT INC

As filed with the Securities and Exchange Commission on April 17, 2001

Registration Statement No. 333-54822
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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PRE-EFFECTIVE AMENDMENT NUMBER 2
TO
FORM TO SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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TDT DEVELOPMENT, INC.
(Name of small business issuer in its charter)

Nevada 2000 22-3762835
(State of incorporation (Primary Standard Industrial (I.R.S. Employer
or jurisdiction of Classification Code Number) Identification No.)
organization)

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1844 SW 16th Terrace
Miami, Florida 33145
(305) 860-9913
(Address and telephone number of principal executive offices)

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Pietro Bortolatti
President and Chief Executive Officer
TDT Development, Inc.
1844 SW 16th Terrace
Miami, Florida 33145
(305) 860-9913
(Name, address and telephone number of agent for service)

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Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Adam S. Gottbetter, Esq.
Kevin F. Barrett, Esq.
Kaplan Gottbetter & Levenson, LLP
630 Third Avenue
New York, New York 10017
(212) 983-6900

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Approximate date of proposed sale to the public: From time to time after
the effective date of the registration statement until such time that all of the
shares of common stock registered hereunder have been sold.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check and following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |_|

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Each Class Amount Being Maximum Offering Maximum Aggregate Amount of
of Securities Being Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
===============================================================================================================================

Shares of Common Stock ............. 3,381,000 $.10 $338,100 $84.53
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Total .............................. $338,100 $84.53
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Amount Due ......................... $84.53
===============================================================================================================================

(1) Estimated for purposes of computing the registration fee pursuant to Rule
457.

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The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that the registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell, nor does it seek an offer to buy, these securities in any state where
the offer or sale is not permitted.

SUBJECT TO COMPLETION. DATED ,2001.

PROSPECTUS

TDT DEVELOPMENT, INC.

3,381,000 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders of
3,381,000 shares of our common stock. The selling stockholders may sell the
shares from time to time at the prevailing market price or in negotiated
transactions. Of the shares offered:

o 8,381,000 are currently outstanding.

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.

As you review this prospectus, you should carefully consider the matters
described in "Risk Factors" beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is ,2001

TABLE OF CONTENTS

Page
----

Prospectus Summary ........................................................ 2

The Offering .............................................................. 3

Risk Factors .............................................................. 4

Use of Proceeds ........................................................... 9

Capitalization ............................................................ 10

Management's Discussion and Analysis of Financial Condition
and Results of Operations .............................................. 10

Dividend Policy ........................................................... 11

Description of Business ................................................... 12

Management ................................................................ 14

Security Ownership of Certain Beneficial
Owners and Management .................................................. 17

Certain Relationships and Related Transactions ............................ 17

Indemnification and Limitation of Liability of Management ................. 18

Description of Securities ................................................. 18

Selling Stockholders ...................................................... 20

Plan of Distribution ...................................................... 22

Market for Common Equity .................................................. 23

Legal Proceedings ......................................................... 24

Legal Matters ............................................................. 24

Experts ................................................................... 24

Where You Can Find More Information ....................................... 25

Index to Financial Statements ............................................. 26

Financial Statements ...................................................... F-1

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You may rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in
this prospectus. Neither the delivery of this prospectus nor sale of common
stock means that information contained in this prospectus is correct after the
date of this prospectus. This prospectus is not an offer to sell or solicitation
of any offer to buy these shares of common stock in any circumstances under
which the offer or solicitation is unlawful.

PROSPECTUS SUMMARY

We import and distribute through our wholly owned subsidiary Terre di
Toscana, Inc. specialized truffle based food products which includes fresh
truffles, truffle oils, truffle pates, truffle creams, and truffle butter. We
presently generate revenues primarily from sales to restaurants.

TDT Development, Inc., is a newly-formed company, Terre di Toscana, Inc.
our wholly-owned subsidiary, was owned substantially by our founder, and
President, Pietro Bortolatti. Mr. Bortolatti has personally financed TDT since
its inception on September 8, 2000. In order to gain further funding, TDT
acquired Terre Di Toscana and sold 3,381,000 shares of our common stock is a
private placement offering. Mr. Bortolatti owns an aggregate of 5,000,000 shares
out of 8,381,000 shares outstanding.

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The Offering

Shares offered by the selling
stockholders ................. 3,381,000

Common stock outstanding......... 8,381,000

Use of proceeds.................. The selling stockholders will receive the
net proceeds from the sale of shares. We
will receive none of the proceeds from
the sale of shares offered by this
prospectus.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. These risks and uncertainties are not the only
ones we face. Unknown additional risks and uncertainties, or ones that we
currently consider immaterial, may also impair our business operations.

If any of these risks or uncertainties actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
this event you could lose all or part of your investment.

Risks Concerning Our Business

We started our operations in January 2000, therefore our limited operating
history makes it difficult to evaluate our financial performance and prospects.

We are a new enterprise that has a short operating history upon which an
evaluation of our business and prospects can be based. We must, therefore, be
considered to be subject to all of the risks inherent in the establishment of a
new business enterprise, including the prospective development and marketing
costs, along with the uncertainties of being able to effectively market our
products. We cannot assure you at this time that we will operate profitably or
that we will have adequate working capital to meet our obligations as they
become due. Because of our limited financial history, we believe that
period-to-period comparisons of our results of operations will not be meaningful
in the short term and should not be relied upon as indicators of future
performance.

We are dependent upon Mr. Bortolatti, any reduction in his role in TDT would
have a material adverse effect.

The success of TDT is dependent on the vision, culinary knowledge, business
relationships and abilities of TDT's founder, CEO and president Pietro
Bortolatti. Any reduction of Mr Bortolatti's role in the business would have a
material adverse effect on TDT. TDT does not have an employment contract with
Mr. Bortolatti.

We may have difficulty in obtaining additional funding, if required.

Although we believe that the funds to be raised through our most recent private
placement offering of common stock will be sufficient for our needs for the
next twelve months, if additional funds are needed, we may have difficulty
obtaining them, and we may have to accept terms that would adversely affect our
shareholders. For example, the terms of any future financings may impose
restrictions on our right to declare dividends or on the manner in which we
conduct our business.

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Also, lending institutions or private investors may impose restrictions on
future decisions by us to make capital expenditures, acquisitions or asset
sales.

We may not be able to locate additional funding sources at all or on acceptable
terms. If we cannot raise funds on acceptable terms, if and when needed, we may
not be able to develop or enhance our products to customers, grow our business
or respond to competitive pressures or unanticipated requirements, which could
seriously harm our business.

We are dependent on foreign sources for our products, any interruption in these
sources would have a material adverse effect on our business.

All TDT products are imported from Italy, some fresh that must be air freighted
and others that require refrigeration. Any interruption in this delivery process
or reduction of quality in products delivered would have a material adverse
effect upon TDT.

Any rejection or quarantine of our products by regulatory agencies would have a
material adverse effect upon our business.

The products are processed perishable and fresh agricultural products, which
must be cleared by U.S. Customs and FDA agencies for distribution in the U.S.
The fresh products are subject to inspection (and rejection or quarantine) at
any time by such agencies whether en route, in inventory or at shelf. Since many
of the products are of a fresh and perishable nature, special handling, storage
and distribution capabilities are required throughout the distribution process.
Any rejection or quarantine of our products by such agencies would have a
material adverse effect upon our business.

We may not be able to successfully manage our business or achieve profitability.

We expect that our sales, marketing, operations and administrative expenses will
increase in the future. As a result, we will need to generate significant
revenues to achieve and maintain profitability. We cannot be certain that we
will achieve or sustain positive cash flow or profitability

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from our operations. Our ability to achieve our objectives is subject to
financial, competitive, regulatory, legal and other factors, many of which are
beyond our control.

Larger and better funded competition may make it difficult for TDT to succeed.

There are many competitors in the truffle market which are larger and better
funded than TDT. One major competitor is Urbani USA, the largest distributor of
truffles and caviar in the US. These competitors could make it very difficult
for TDT to succeed.

Because we sell food products, we face the risk of exposure to product liability
claims.

TDT, like any other seller of food, faces the risk of exposure to product
liability claims in the event that the use of products sold by it causes injury
or illness. With respect to product liability claims, if TDT does not have
adequate insurance or contractual indemnification available, product liability
relating to defective products could materially reduce TDT's net income and
earnings per share.

Because TDT does not control the actual production of truffles, TDT may be
unable to obtain adequate supplies of its products.

TDT obtains all of its food service products from other suppliers. Although
TDT's purchasing volume can provide leverage when dealing with suppliers,
suppliers may not provide the food service products and supplies needed by TDT
in the quantities requested. Because TDT does not control the actual production
of its products, it is also subject to delays caused by interruption in
production based on conditions outside its control. These conditions include:

o job actions or strikes by employees of suppliers;
o weather;
o crop conditions;

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o transportation interruptions; and
o natural disasters or other catastrophic events.

TDT's inability to obtain adequate supplies of its food service products as a
result of any of the foregoing factors or otherwise, could mean that TDT could
not fulfill it obligations to customers, and customers may then turn to other
suppliers.

If TDT is unable to develope an easy to use and effective website then TDT's
plan to distribute directly to individual consumers will be severely impacted
and this will have a material adverse effect upon TDT's business.

The successful development of an easy to use and effective website will be key
to the overall success of TDT's plan to distribute our products to individual
consumers. It will be critical to clearly communicate our products and services,
and provide an easy format for the customer to navigate in the site to quickly
find the product they seek. If TDT is unable to develop an easy to use effective
web site then TDT's plan to distribute directly to the individual consumers will
be severely impacted and this will have a material adverse impact upon TDT's
business.

Our Lack of Product Diversification

TDT's business is centered around essentially one product, truffles. This
creates a risk to TDT if truffles became less popular to the consumer or if
there was some reduction in our access to the supply of truffles, either event
would have seriously detrimental effect upon TDT.

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Risks Concerning Our Offering

Unless a public market develops for our common stock, you may not be able to
sell your shares.

There has been no public market for our common stock. There can be no assurance,
moreover, that an active trading market will ever develop or, if developed, that
it will be maintained. Failure to develop or maintain an active trading market
could negatively affect the price of our securities, and you may be unable to
sell your shares.

If our stock does become publicly traded, we will likely be subject to the penny
stock rules.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq Stock Market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the rules generally
require that prior to a transaction in a penny stock, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing
the liquidity of penny stocks. If our securities become subject to the penny
stock rules, investors in the offering may find it more difficult to sell their
securities.

We may not qualify for Bulletin Board Inclusion, and therefor you may be unable
to sell you shares.

We anticipate that, upon completion of this offering, our common stock will be
eligible for quotation on the NASD Over-the-Counter Electronic Bulletin Board.
If for any reason, however, any of our securities are not eligible for continued
quotation on the Bulletin Board or a public trading market does not develop,
purchasers of the shares may have difficulty selling their securities should
they desire to do so. If we are unable to satisfy the requirements for quotation
on the Bulletin Board, any trading in our common stock would be conducted in the
over-the-counter market in what are

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commonly referred to as the "pink sheets". As a result, an investor may find it
more difficult to dispose of, or to obtain accurate quotations as to the price
of, the securities offered hereby. The above-described rules may materially
adversely affect the liquidity of the market for our securities.

We are controlled by our founder, president, CEO and chairman of the board,
which may result in you having no control in the direction or affairs of TDT.

Our founder, president, CEO and chairman of the board owns approximately 60% of
our outstanding common stock. As a result, he has the ability to control our
company and direct our affairs and business, including the election of directors
and approval of significant corporate transactions. This concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control of our company and may make some transactions more difficult or
impossible without the support of these stockholders. Any of these events could
decrease the market price of our common stock.

We Do Not Expect to Pay Dividends.

We do not anticipate paying cash dividends in the foreseeable future.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain financial information and statements regarding
our operations and financial prospects of a forward-looking nature. Although
these statements accurately reflect management's current understanding and
beliefs, we caution you that certain important factors may affect our actual
results and could cause such results to differ materially from any
forward-looking statements which may be deemed to be made in this Prospectus.
For this purpose, any statements contained in this Prospectus which are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as, "may", "will",
"intend", "expect", "believe", "anticipate", "could", "estimate", "plan" or
"continue" or the negative variations of those words or comparable terminology
are intended to identify forward-looking statements. There can be no assurance
of any kind that such forward-looking information and statements will be
reflective in any way of our actual future operations and/or financial results,
and any of such information and statements should not be relied upon either in
whole or in part in connection with any decision to invest in the shares.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the stockholder's shares
offered by this prospectus. All proceeds from the sale of the stockholders'
shares will be for the account of the selling shareholders.

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CAPITALIZATION

The following table sets forth our capitalization as of January 31, 2001.

January 31, 2001
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Long-term debt ............................................... $ --
Stockholders' equity:
Common stock, $.0001 par value; authorized 50,000,000 shares,
issued and outstanding 8,381,000 shares; ................... 838
Preferred stock, $.0001 par value; authorized 5,000,000
shares, issued and outstanding -0- ......................... --
Additional paid-in capital ................................... 305,707
Accumulated deficit as of January 31, 2001 ................... (48,078)
Total stockholders' equity ................................... 235,209
Total capitalization ......................................... $285,302
========

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

We import and distribute through our wholly owned subsidiary Terre di Toscana,
Inc. specialized truffle based food products which includes fresh truffles,
truffle oils, truffle pates, truffle creams, and truffle butter. We commenced
our operations in September 8, 2000 as Terre di Toscana, Inc. Terre di Toscana,
Inc,. was acquired by TDT on September 14, 2000.

Plan of Operations

TDT's plan of operations includes building its account base, building its
website. TDT plans to further expand sales to restaurants and hotels. This
effort will be lead by Mr. Bortolatti. TDT's product line has been reduced from
90 items to 55 items. The remaining 55 items have faster sales, thus increasing
inventory turnover, which puts demands on working capital.

During fiscal year 2000, TDT produced approximately $90,000 in revenues with
Truffle oils representing approximately 70% of sales, Truffle sauces
approximately 15% of sales, and all other products the balance.

There is little or no seasonal or price impact upon the majority of TDT's
products (oils, creams, butters, and sauces) because these are processed foods
with a small percentage of the end product comprised of the pure essence of the
base product, truffles.

The website was developed primarily by contract labor with TDT staff building
the databases and providing design direction at a total development cost of
approximately $6,000. Since this was not a significant outlay, the item was
expensed. There have been no sales generated by TDT's website. TDT anticipates
sales through the website in December 2001.

Within the next twelve months TDT plans to hire two telemarketers and one
distribution person to handle Internet sales.

TDT believes that it does not need to raise additional funds during the next
twelve months.

The $55,000 debt to Kaplan Gottbetter & Levenson, LLP, for legal services, will
be paid off from proceeds from the private placement offering conducted last
winter.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
anticipate that any earnings will be retained for development and expansion of
our business and we do not anticipate paying any cash dividends in the
foreseeable future. Our board of directors has sole discretion to pay cash
dividends based on our financial condition, results of operations, capital
requirements, contractual obligations and other relevant factors.

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DESCRIPTION OF BUSINESS

Corporate History

TDT was incorporated under the laws of Nevada on September 8, 2000. Our current
operations are conducted through our wholly owned subsidiary Terre di Toscana,
Inc., incorporated under the laws of Florida on November 10, 1999. Terre di
Toscana Inc. began operations in January, 2000. TDT has had limited operations
to date.

On September 14, 2000 TDT acquired all of the outstanding shares of Terre di
Toscana, Inc. in exchange for 5,000,000 shares of TDT's common stock issued to
Terre di Toscana, Inc.'s sole shareholder Pietro Bortolatti, who is also TDT's
president, CEO, secretary, treasurer and Chairman of the Board of Directors.

Overview

TDT is an importer, marketer and distributor of specialized truffle based food
products which includes fresh truffles, truffle oils, truffle pates, truffle
cremes and truffle butter. TDT's target market includes retailers such as
restaurants, specialty food stores, delicatessens, supermarkets, and eventually
consumers direct through e-commerce via the Internet. TDT believes that the key
to reaching its target market distribution goals and channels requires
successful development of distributors such as specialty food brokers and
specialty food wholesalers. TDT believes that the key to supporting the
distributor network and generating revenues from the consumer market is the
successful development and deployment of the website to handle a secure
full-service, interactive e-commerce environment.

TDT imports products directly from several Italian producers. The Company
(through its subsidiary) commenced operations in January of 2000, and is
presently focusing its efforts on serving specialty food distributors and
restaurants. Also, TDT continues to build its database of potential clients on
both a national and an international scale. The Company is presently operating
with working capital generated from the gross profits from current sales
activities.

TDT markets its products in the specialty food industry. The competitors in the
US market are generally traders who buy from distributors, with the exception of
big companies such as Urbani USA and Bosco Vivo (both of whom buy directly from
the growers). Urbani is the biggest company worldwide in the high-end culinary
food market, specifically truffle products.

TDT believes that the quality of its products is at parity with the
best quality of similar product lines offered by its competition. In addition,
due to lower overhead and cooperative supplier payment terms and minimum
quantity requirements, TDT believes that it can offer its products at prices
below its competition while

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keeping its inventory (and working capital requirements) at a minimum while
still enjoying high gross margins.

TDT currently markets its products primarily in Florida, South Carolina, North
Carolina, and California, and also has some sales in Canada, Belgium, Holland
and Germany. TDT will focus its efforts with trade accounts first through
distributor networks, and continue to develop its e-commerce site to encompass
support of this network plus generate revenues directly with consumer market.

Key to TDT's marketing initiatives are pricing, product attributes, management
culinary knowledge, and the development of a proprietary database for targeted
retail and business-to-business prospects in the category. TDT is committed to
offering and delivering high quality products at reasonable prices. The products
will be marketed by direct methods: interactive e-Commerce on the Company's
website, Telemarketing, printed catalog distribution, direct mail and catalog on
CD. Currently TDT's three major sales accounts represent less than 10% of total
revenues. TDT receives its products primarily from two suppliers. TDT does not
have contracts with its current suppliers. Should TDT loose these suppliers TDT
has three alternative sources that it believes can supply sufficient product to
meet TDT's needs.

TDT's products are regulated by the FDA and the Department of Agriculture. All
TDT's products are approved for distribution throughout the US. Since the
Company distributes fresh agricultural products, they are subject to inspections
at any time by the government agencies. In the event a tainted product is found,
the finding would have a material financial impact on TDT.

Website/ e-Commerce

Key to TDT's marketing strategy is the successful development and launch of the
Company's website. The effort is currently under development and may be accessed
by addressing www.terreditoscana.com. The website is being developed to serve
both the Business-to-Business segment ("B2B") and the Business-to-Consumer
segment ("B2C"). We anticipate offering our products on-line by December 2001.

The principal marketing and sales channel for B2B is direct contact with
wholesale and distributor authorized buyers. The planned TDT website will serve
to enhance these personally developed relationships providing "front office"
activities including the ability to order the standard offerings of the Company.
In addition to standard fare, trade accounts will have the ability to bid on
"live lots" of fresh truffle produce. The website will provide digital
photographs of actual fresh truffle offerings to be offered at auction. Due to
the nature of the fluctuating market price of fresh truffles and the scarcity of
the product in the marketplace, it is perceived this activity will be a
significant sales tool generating very strong margins and sales nationwide.
Truffles are sized based on familiar indexes, US quarters (coinage), golf balls
and tennis balls. TDT will actually photograph lots with the appropriate index
item and ship the exact lot represented to the high bidder.

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TDT recently opened an office in Montreal, Canada. This effort is being
conducted by Ms. Tiziana Di Rocco, VP of Marketing and director. The Canadian
operations will be serviced (warehousing of products and distribution) from the
base operation in Miami, Florida.

Employees

The present staff includes four personnel, Mr. Bortolatti, the President,
Tiziana DiRocco the Vice President of Marketing, a webmaster, and a clerical
distribution person. It is anticipated within the next twelve months that we
will hire three additional personnel. The planned additions will include two
telemarketers, and an additional distribution person to manage Internet sales.
The telemarketing positions will be compensated with a performance based
commission in addition to a base wage.

Competition

We believe we are price competitive, with a consistent high product quality. TDT
has a customer base throughout the East Coast of the U.S. and Canada, California
and Europe. The competitors in the US market are generally traders who buy from
distributers, with the exception of big companies such as Urbani USA and Bosco
Vivo (both of whom buy directly from the growers). Urbani is the biggest company
worldwide in the high-end culinary food market, specifically truffle products.
Urbani has offices in New York, Los Angeles, Toronto, Tokyo and Europe.

Intellectual Property

We have no trademark, copyright or patent protection at this time.

Properties

At present, TDT owns no real property. TDT leases approximately 1,100 square
feet for its office and distribution needs in Miami, Florida, this lease expires
June 2001, and is for $950.00 per month. TDT leases approximately 700 square
feet in Montreal, Canada, this lease expires June 2001 and is for $500.00 per
month.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information regarding our executive
officers and directors:

Name Age Position
---- --- --------

Pietro Bortolatti 46 Chairman of the Board, President, CEO,
Secretary, Treasurer
Tiziana Di Rocco 39 Director and Vice President of Marketing
David Rector 54 Director

Pietro Bortolatti, Chairman of the Board, President and Chief Executive Officer

Pietro Bortolatti has been President, Chief Executive Officer, Chief Financial
Officer and Director of TDT since its inception in September 8, 2000. Since 1999
Mr. Bortolatti has been president and sole shareholder of Terre di Toscana,
Inc., our operating subsidiary. Mr. Bortolatti has been in the food
import/export business for the past twelve years. From 1995 to 1999 Mr.
Bortolatti was president of Bortolatti Enterprises' Inc., a restaurant
development company. From 1992 to 1998 Mr. Bortolatti was president of Under the
FarmTree, Inc., a food importer. From 1988 to 1992 Mr. Bortolatti was the

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Director of Export-USA for Rancilio Spa, a food products and hotel equipment
company based in Italy. Mr. Bortolatti will work full time for TDT.

Mr. Bortolatti earned his Bachelors Degree in Economic Sciences and Accounting
from Cesare Battisti Commercial Technical Institute in Bolzano, Italy in 1974;
his Master Degree in Economic Science and Business Administration from Bocconi
University, Italy 1979; and his Ph.D. in Economic Science and Business
Administration from Bocconi University, Italy.

Tiziana Di Rocco, Vice President Marketing and Director

Tiziana Di Rocco has served as Vice President Marketing and Director of TDT
since formation. From 1995 to 1996 Ms. Di Rocco was a translator of government
texts for Traductions GAB in Laval, Quebec, Canada. From 1996 to 1997 she worked
for the Italian Embassy in Ottawa, Ontario, Canada as a translator of legal and
administrative texts. From 1997 to 1999 she was the office manager of Bortolatti
Enterprises in Miami Florida. Ms. Di Rocco will work full time for TDT. Ms. Di
Rocco earned a Bachelor of Arts Degree in Italian Literature and Italian to
French and English Translations from Concordia University in Montreal, Canada.

David Rector, Director

David Rector has served as Director of TDT since formation. Since 1992, Mr.
Rector has been a principal of the David Stephen Group, a business consulting
firm located in the San Francisco Bay Area, which focuses on the needs of
emerging companies. From August 1996 to January 1999, Mr. Rector served as a
Director of Tamboril Cigar Company ("Tamboril"). From August 1996 to March 1997,
Mr. Rector served as the Executive Vice President and General Manager of
Tamboril. He has also served as the Secretary of Tamboril. From 1996 to the
present Mr. Rector has been a director of Fullcomm Tech, Inc., a designer and
developer of Internet encryption hardware. It is traded on the OTCB and FLTI is
the trading symbol. From June 1992 to April 1994, he served as the President and
Chief Executive Officer of Supercart International, a distributor of shopping
carts. Prior to that, from 1985 to 1992, Mr. Rector was a principal of Blue
Moon, a women's fashion accessory company specializing in fasteners. From 1980
to 1985, Mr. Rector served as President of Sunset Designs, a designer of leisure
time craft. From 1972 to 1980, Mr. Rector held various financial and marketing
positions with Crown Zellerbach Corporation, a multi-billion dollar manufacturer
of paper and forest products. Mr Rector holds a Bachelors degree in Business
Administration from Murray State University, Murray, Kentucky.

Executive Compensation

We have not paid any of our officers from our inception in May 2000 through
March 15, 2001.

-15-

2000 Stock Option Plan

We adopted our 2000 Stock Option Plan in September 2000. The plan provides for
the grant of options intended to qualify as "incentive stock options", options
that are not intended to so qualify or "nonstatutory stock options" and stock
appreciation rights. The total number of shares of common stock reserved for
issuance under the plan is 1,000,000, subject to adjustment in the event of a
stock split, stock dividend, recapitalization or similar capital change, plus an
indeterminate number of shares of common stock issuable upon the exercise of
"reload options" described below. We have not yet granted any options or stock
appreciation rights under the plan.

The plan is presently administered by our board of directors, which selects the
eligible persons to whom options shall be granted, determines the number of
common shares subject to each option, the exercise price therefor and the
periods during which options are exercisable, interprets the provisions of the
plan and, subject to certain limitations, may amend the plan. Each option
granted under the plan shall be evidenced by a written agreement between us and
the optionee.

Options may be granted to our employees (including officers) and directors and
certain or our consultants and advisors.

The exercise price for incentive stock options granted under the plan may not be
less than the fair market value of the common stock on the date the option is
granted, except for options granted to 10% stockholders which must have an
exercise price of not less than 110% of the fair market value of the common
stock on the date the option is granted. The exercise price for nonstatutory
stock options is determined by the board of directors. Incentive stock options
granted under the plan have a maximum term of ten years, except for 10%
stockholders who are subject to a maximum term of five years. The term of
nonstatutory stock options is determined by the board of directors. Options
granted under the plan are not transferable, except by will and the laws of
descent and distribution.

The board of directors may grant options with a reload feature. Optionees
granted a reload feature shall receive, contemporaneously with the payment of
the option price in common stock, a right to purchase that number of common
shares equal to the sum of (i) the number of shares of common stock used to
exercise the option, and (ii) with respect to nonstatutory stock options, the
number of shares of common stock used to satisfy any tax withholding requirement
incident to the exercise of such nonstatutory stock option.

Also, the plan allows the board of directors to award to an optionee for each
share of common stock covered by an option, a related alternate stock
appreciation right, permitting the optionee to be paid the appreciation on the
option in lieu of exercising the option. The amount of payment to which an
optionee shall be entitled upon the exercise of each stock appreciation right
shall be the amount, if any, by which the fair market value of a share of common
stock on the exercise date exceeds the exercise price per share of the option.

-16-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our common stock as of January 25, 2001. The information in this table provides
the ownership information for:

o each person known by us to be the beneficial owner of more than 5%
of our common stock;

o each of our directors;

o each of our executive officers; and

o our executive officers, directors and director nominees as a group.

Beneficial ownership has been determined in accordance with the rules and
regulations of the SEC and includes voting or investment power with respect to
the shares. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares
indicated as beneficially owned by them. Common stock beneficially owned and
percentage ownership are based on 8,081,000 shares outstanding. There are
currently no outstanding options or warrants to purchase any common stock.

Name and Address of Number of Shares Percentage
Beneficial Owner Beneficially Owned Outstanding
---------------- ------------------ -----------

Pietro Bortolatti 5,000,000 60%
c/o TDT Development, Inc., 1844 SW
16th Terrace, Miami, Florida 33145
David Rector 15,000 less than 1%
1640 Terrace Way
Walnut Creek, CA 94596
All Executive Officers and 5,015,000 60%
Directors as a Group (3 persons)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We issued 5,000,000 shares of our common stock to our president Pietro
Bortolatti in exchange for the transfer from Mr. Bortolatti to TDT all of the
outstanding shares of Terre di Toscana, Inc. to TDT. The assets of Terre di
Toscana, Inc. included rights in several customer agreements. TDT values the
5,000,000 shares issued to Mr. Bortolatti at par value, $.0001 per share.

KGL Investments, Ltd. received 30,000 shares of TDT common stock in exchange for
$3,000 worth of legal services rendered by Kaplan Gottbetter & Levenson, LLP,
counsel to the Company (the shares were valued at $.10 per share). Kaplan
Gottbetter & Levenson, LLP is the beneficial owner

-17-

of these shares. The legal services did not include the preparation of this
prospectus or the prior private placement memorandum.

From November, 2000 through January, 2001 we sold 3,351,000 shares of our common
stock at $.10 per share in a private offering.

David Rector is a director of TDT, he is also a principal of The David Stephens
Group. TDT has engaged The David Stephens Group to perform certain management
consulting services for which TDT has paid The David Stephens Group $26,243.70
as of January 31, 2001.

We believe that the terms of the above transactions are commercially reasonable
and no less favorable to us than we could have obtained from an unaffiliated
third party on an arm's length basis. To the extent we may enter into any
agreements with related parties in the future, the board of directors has
determined that such agreements must be on similar terms.

INDEMNIFICATION AND LIMITATION OF LIABILITY OF MANAGEMENT

The Nevada General Corporation Law permits provisions in the articles, by-laws
or resolutions approved by shareholders which limit liability of directors and
officers for breach of fiduciary duty. Our articles limit liability of officers
and directors to the full extent permitted by Nevada law. With these exceptions
this eliminates personal liability of a director or officer, to TDT or its
shareholders, for monetary damages for breach of fiduciary duty. Therefore a
director or officer cannot be held liable of damages to TDT or its shareholders
for gross negligence or lack of due care in carrying out his fiduciary duties as
a director or officer. Nevada law permits indemnification if a director or
officer acts in good faith in a manner reasonably believed to be in, or not
opposed to, the best interest of the corporation. A director or officer must be
indemnified as to any matter in which he defends himself successfully.
Indemnification is prohibited as to any matter in which the director or officer
is adjudged liable to the corporation.

This will limit your ability as shareholders to hold officers and directors
liable and collect monetary damages for breaches of fiduciary duty, and requires
us to indemnify officers and directors to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons under these
provisions or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, indemnification is against public policy as
expressed in the Act and is unenforceable.

DESCRIPTION OF SECURITIES

Our authorized capital stock currently consists of 50,000,000 shares of Common
Stock, par value $0.0001 per share, of which 8,381,000 shares are issued and
outstanding as of the date of the prospectus, and 5,000,000 shares of preferred
stock, par value $0.0001 per share, of which no shares are issued and
outstanding, the rights and preferences of which may be established from time to
time by our Board of Directors.

-18-

The following description of our securities contains all material information.
However it is a summary only and may be exclusive of certain information that
may be important to you. For more complete information, you should read our
Certificate of Incorporation and its restatements, together with our corporate
bylaws.

Common Stock

Holders of our common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Subject to preferences that may be applicable to any
shares of preferred stock outstanding at the time, holders of our common stock
are entitled to receive dividends ratably, if any, as may be declared from time
to time by our board of directors out of funds legally available therefor.

Upon our liquidation, dissolution or winding up, the holders of our common stock
are entitled to receive ratably, our net assets available after the payment of:

o all secured liabilities, including any then outstanding secured debt
securities which we may have issued as of such time;

o all unsecured liabilities, including any then unsecured outstanding
secured debt securities which we may have issued as of such time;
and

o all liquidation preferences on any then outstanding preferred stock.

Holders of our common stock have no preemptive, subscription, redemption or
conversion rights, and there are no redemption or sinking fund provisions
applicable to the common stock. The outstanding shares of our common stock are,
and the shares offered by us in this offering will be, when issued and paid for,
duly authorized, validly issued, fully paid and nonassessable. The rights,
preferences and privileges of holders of common stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
preferred stock which we may designate and issue in the future.

Preferred Stock

Our board of directors is authorized, without further stockholder approval, to
issue up to 5,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions of these shares, including
dividend rights, conversion rights, voting rights, terms of redemption and
liquidation preferences, and to fix the number of shares constituting any series
and the designations of these series. These shares may have rights senior to our
common stock. The issuance of preferred stock may have the effect of delaying or
preventing a change in control of us. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to the
holders of common stock or could adversely affect the rights and powers,

-19-

including voting rights, of the holders of our common stock. At present, we have
no plans to issue any shares of our preferred stock.

Reports to Stockholders

We intend to furnish our stockholders with annual reports containing audited
financial statements as soon as practicable after the end of each fiscal year.
Our fiscal year ends on October 31st.

Transfer Agent

We have appointed Continental Stock Transfer & Trust Company, 2 Broadway, New
York, New York 10004 as transfer agent for our shares of common stock.

SELLING STOCKHOLDERS

All of the shares of TDT common stock offered under this prospectus may be sold
by the holders. We will not receive any of the proceeds from sales of shares
offered under this prospectus.

All costs, expenses and fees in connection with the registration of the selling
stockholders' shares will be borne by us. All brokerage commissions, if any,
attributable to the sale of shares by selling stockholders will be borne by such
holders.

The selling stockholders are offering a total of 3,381,000 shares of TDT common
stock. The selling stockholders are not, nor affiliated with, broker dealers.
The following table sets forth:

o the name of each person who is a selling stockholder;

o the number of securities owned by each such person at the time of
this offering; and.

o the number of shares of common stock such person will own after the
completion of this offering.

The column "Shares Owned After the Offering" gives effect to the sale of all the
shares of common stock being offered by this prospectus.

Number of Shares Owned Prior to Shares Owned After
Shares the Offering the Offering
Selling Stockholder Offered Number Percentage Number Percentage
------------------- ------- ------ ---------- ------ ----------

Jenadosa Holdings Limited ......... 300,000 300,000 .04 0 0

South Edge International Ltd. ..... 300,000 300,000 .04 0 0

Highgate Resources, Ltd. .......... 300,000 300,000 .04 0 0

Effingham Investments, Ltd ........ 300,000 300,000 .04 0 0

Viking Investment Group II, Inc. .. 300,000 300,000 .04 0 0

DePasquale, Joseph Francois, Dr. .. 350,000 350,000 .04 0 0

Ellul, Adrien ..................... 350,000 350,000 .04 0 0

Turf Holding Ltd. ................. 50,000 50,000 .01 0 0

Ming Capital Enterprises Ltd. ..... 50,000 50,000 .01 0 0

-20-

Private Investment Company, Ltd. .. 50,000 50,000 .01 0 0

Partner Marketing AG .............. 50,000 50,000 .01 0 0

HAPI Handels-und .................. 50,000 50,000 .01 0 0

CCD Consulting .................... 50,000 50,000 .01 0 0

Seloz Gestion & Finance S.A ....... 50,000 50,000 .01 0 0

Tel-Ex-Ka AG ...................... 50,000 50,000 .01 0 0

UG Overseas Ltd. ................. 400,000 400,000 .049 0 0

Sylvia Paris ...................... 1,000 1,000 (1) 0 0

Pierre Desmarais .................. 1,000 1,000 (1) 0 0

Marie-Claude Jacques .............. 1,000 1,000 (1) 0 0

Richard Hull ...................... 1,000 1,000 (1) 0 0

Julie Bourne ...................... 1,000 1,000 (1) 0 0

Samuel Coustant ................... 1,000 1,000 (1) 0 0

Genevieve Sabourin ................ 1,000 1,000 (1) 0 0

Laliberte Normande ................ 1,000 1,000 (1) 0 0

France Desgagne ................... 1,000 1,000 (1) 0 0

Sylvia Ianiri Phelps .............. 1,000 1,000 (1) 0 0

Parenteau Corporation ............. 320,000 320,000 .04 0 0

Alain Trottier .................... 1,000 1,000 (1) 0 0

Pierre Marcotte ................... 1,000 1,000 (1) 0 0

Claude Paris ...................... 1,000 1,000 (1) 0 0

Greg Derkevorkian ................. 1,000 1,000 (1) 0 0

Linda Moses ....................... 1,000 1,000 (1) 0 0

Eirini Demetelin .................. 1,000 1,000 (1) 0 0

KGL Investments, Ltd. ............. 30,000 30,000 .004 0 0

David Rector ...................... 15,000 15,000 (1) 0 0

Total ............................. 3,381,000 3,381,000 40 0 0

(1) Indicates less than one percent of the total outstanding common stock.

-21-

PLAN OF DISTRIBUTION

The shares covered by this prospectus may be offered and sold from time to time
by the selling stockholders. The term "selling stockholder" includes donees,
pledgees, transferees or other successors-in-interest selling shares received
after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Such sales may be made on one or more
exchanges or in the over-the counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
in negotiated transactions. The selling stockholders may sell their shares by
one or more of, or a combination of, the following methods:

o purchase by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

o block trades in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a potion of the
block as principal of facilitate the transaction;

o in privately negotiated transactions; and

o in options transactions.

In addition, any shares that qualify for sale under to Rule 144 may be sold
under Rule 144 rather that through this prospectus.

To the extent required, this prospectus may be amended or supplemented from time
to time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of the common stock in the course of
hedging the positions they assume with the selling stockholders. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholders may also pledge shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged shares through this
prospectus (as supplemented or amended to reflect such transaction).

-22-

In effecting sales, broker-dealers or agents engaged by the selling stockholders
may arrange for other broker-dealers to participate. Broker-dealers or agents
may receive commissions, discounts or concessions from the selling stockholders
in amount to be negotiated immediately prior to the sale.

In offering the shares covered by this prospectus, the selling stockholders and
any broker-dealers who execute sales for the selling stockholders may be deemed
to be "underwriter" within the meaning of the Securities Act in connection with
such sales. Any profits realized by the selling stockholders and the
compensation of any broker-dealer may be deemed to be underwriting discounts and
commissions.

In order to comply with the securities laws of certain states, if applicable,
the shares must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the shares may not
be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling stockholders and their affiliates. In
addition, we will make copies of this prospectus available to the selling
stockholders may indemnify and broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.

At the time a particular officer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting, compensation, any discount, commission
or concession allowed or reallowed or paid to any dealer, and the proposed
selling price to the public.

MARKET FOR COMMON EQUITY

Shares Eligible for Future Sale

Market Information

There is no public trading market on which TDT's Common Stock is traded. TDT has
engaged a broker/dealer to file a Form 211 with the National Association of
Securities Dealers ("NASD") in order to allow the quote of TDT's common stock on
the Bulletin Board.

There are no outstanding options or warrants to purchase, or securities
convertible into, common equity of TDT.

We have outstanding 8,381,000 shares of our common stock. Of these shares,
3,381,000 shares, will be freely tradable without restriction under the
Securities Act unless held by our "affiliates" as that term is defined in Rule
144 under the Securities Act. These shares will be eligible for sale in the
public marker, subject to certain volume limitations and the expiration of
applicable holding periods under Rule 144 under the Securities Act. In general,
under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year
(including the holding period of any prior owner an affiliate) would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of (1)% of the number of shares of common stock then outstanding or
(2) the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a From 144 with respect to such sale.
Sales under Rule 144 are also subject to certain manner of sale provisions and
notice

-23-

requirements and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate of us at
any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years (including the
holding period of any prior owner except an affiliate), is entitled to sell such
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144. We have not filed a registration
statement relating to the shares subject to outstanding options under our Year
2000 Option Plan.

We can offer no assurance that an active public market in our shares will
develop. Future sales of substantial amounts of our shares (including shares
issued upon exercise of outstanding options) in the public market could
adversely affect market prices prevailing from time to time and could impair our
ability to raise capital through the sale of our equity securities.

LEGAL PROCEEDINGS

We are not a party to nor are we aware of any existing, pending or threatened
lawsuits or other legal actions.

LEGAL MATTERS

Certain legal matters, including the legality of the issuance of the shares of
common stock offered herein, are being passed upon for us by our counsel, Kaplan
Gottbetter & Levenson, LLP, 630 Third Avenue, New York, New York 10017.

EXPERTS

The financial statements of TDT Development, Inc. and subsidiary, a development
stage company, as of January 31, 2001 and for the period from November 11, 2000
(inception) through January 31, 2001, have been included herein and in the
registration statement in reliance upon the report of Rogoff & Company, P.C.,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of that firm as experts in accountant and auditing.

-24-

WHERE YOU CAN FIND MORE INFORMATION

We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form SB-2 to register the securities offered by this prospectus.
The prospectus is part of the registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the registration
statement. For future information about us and the securities offered under this
prospectus, you may refer to the registration statement and to the exhibits and
schedules filed as a part of this registration statement. You can review the
registration statement and its exhibits at the public reference facility
maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the SEC at 7 world Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The
registration statement is also available electronically on the World Wide Web at
http://www.sec.gov.

-25-

INDEX TO FINANCIAL STATEMENTS
TDT Development, Inc.
(A Development Stage Company)

Auditors' Report F-1

Balance Sheets as of October 31, 2000 and January 31, 2001 F-2

Consolidated Statements of Operations for the periods November 11, 1999
(inception) to October 31, 2000; Three-month period ended January 31, 2001
(unaudited); and Period November 11, 1999 to January 31, 2000 (unaudited) F-3

Consolidated Statements of Changes in Shareholder's Equity for
periods November 11, 1999 (inception) to October 31, 2000 (audited) and
November 1, 2000 to January 31, 2001 (Unaudited) F-4

Consolidated Statements of Cash Flows for periods November 11, 1999
(inception) to October 31, 2000; Three-month period ended January 31, 2001
(unaudited); and Period November 11, 1999 to January 31, 2000 (unaudited) F-5

Notes to Consolidated Financial Statements F-6

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The General Corporation Law of Nevada provides for the indemnification of
the officers, directors and corporate employees and agents of TDT Development,
Inc. (the "Registrant") under certain circumstances as follows:

78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding of he acted in good faith and in
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving as the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interest of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon the application that in
view of all the circumstances of the case, the person is fairy and reasonably
entitled to indemnify for such expenses as the court deems proper.

3. To the extent that director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection 1 and 2, or his defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

78.751 INDEMNIFICATION OF OFFICER, DIRECTORS, EMPLOYEES AND AGENTS;
ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under NRS 78.7502, unless ordered by
a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific

case upon determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suite or proceeding so orders, by independent legal
counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion; or

2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any right any right
to advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

78.752 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.--

1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.

2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.

(d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

3. Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other person
approved by the board of directors, even if all or part of the other person's
stock or other securities is owned by the corporation.

4. In the absence of fraud:

(a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2) Does not subject any director approving it to personal liability for
his action, even if a director approving the insurance or other financial
arrangement is a beneficiary of the insurance or other financial arrangement.

5. A corporation or its subsidiary which provided self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of NRS.

Articles Nine and Ten of the Registrant's amended certificate of incorporation
provide as follows:

9. Limitation on Liability. To the fullest extent permitted by
Chapter 78 of the Nevada Revised Statutes as the same exists or may
hereafter be amended, an officer or director of the Corporation
shall not be personally liable to the Corporation or its
stockholders for monetary damages due to breach of fiduciary duty as
such officer or director."

10. Indemnification. The Corporation is authorized to provide
indemnification of agents for breach of duty to the Corporation and
its stockholders through bylaw provisions or through agreements with
agents, or both, in excess of the indemnification otherwise
permitted by law, subject to any limits on such excess
indemnification as set forth therein.

Item 25. Expenses of Issuance and Distribution.

The other expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are estimated as
follows:

Securities and Exchange Commission Registration Fee $ 75.92
Legal Fees 60,000.00
Accounting Fees 7,000.00
Printing and Engraving 2,300.00
Miscellaneous 2,100.00
--------

TOTAL $71,475.92

Item 26. Recent Sales of Unregistered Securities.

In September, 2000 the Registrant issued 5,000,000 shares of its common stock to
its founder and president Pietro Bortolatti in exchange for all of the
outstanding shares of Terre di Toscana, Inc.

From November, 2000 to January, 2001 the Registrant issued 3,351,000 shares of
its common stock at $.10 per share. This sale was part of its private placement
offering to the individuals and entities listed in selling shareholder section
of this registration statement. In October, 2000 the Registrant issued 30,000
shares of its common stock to KGL Investments, Ltd, the beneficial owner of
which is Kaplan Gottbetter & Levenson, LLP, counsel to the Registrants in
exchange for legal services rendered. These shares were valued at$.10 per share.

These securities were sold under the exemption from registration provided by
Section 4(2) of the Securities Act. Neither the Registrant nor any person acting
on its behalf offered or sold the securities by means of any form of general
solicitation or general advertising. All purchasers represented in writing that
they acquired the securities for their own accounts. A legend was placed on the
stock certificates stating that the securities have not been registered under
the Securities Act and cannot be sold or otherwise transferred without an
effective registration or an exemption therefrom.

Item 27. Exhibits.

Exhibit
Number Description
------- -----------

3.1 -- Certificate of Incorporation (i)

3.2 -- Amended Articles of Incorporation (i)

3.3 -- By-Laws (i)

4.1 -- Specimen Certificate of Common Stock (i)

5.1 -- Form of Opinion of Counsel *

10.1 -- Nonstatutory Stock Option Plan (i)

21.1 -- List of Subsidiaries (i)

23.1 -- Accountant's Consent *

23.2 -- Counsel's Consent to Use Opinion (included in Exhibit 5.1) *

(i) Previously submitted with registration statement on Form SB-2 on February
1, 2001

* submitted herewith

Item 28. Undertakings.

The Registrant undertakes:

(1) To file, during any period in which offers or sales are being
made, post-effective amendment to this registration statement (the
"Registration Statement"):

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising
after the Effective Date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in this
registration statement, including (but not limited to) the addition
of an underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be treated as a
new registration statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to any provisions contained in its Certificate of Incorporation, or
by-laws, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

[Letterhead of Rogoff & Company, P.C.]

Independent Auditors' Report

The Shareholders and Board of Directors
TDT Development, Inc.:

We have audited the accompanying consolidated balance sheet of TDT Development,
Inc. and subsidiary (a development stage enterprise) as of October 31, 2000 and
the related consolidated statements of operations, of changes in shareholders'
equity and of cash flows for the period November 11, 1999 (inception) to October
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 consolidated financial position of TDT Development,
Inc. and subsidiary at October 31, 2000, and the consolidated results of their
operations, their changes in shareholders' equity and their cash flows for the
period November 11, 1999 (inception) to October 31, 2000, in conformity with
generally accepted accounting principles.

/s/ Rogoff & Company, P.C.

Rogoff & Company, P.C.
New York, New York

November 30, 2000

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Consolidated Balance Sheets
October 31, 2000 (Audited) and January 31, 2001 (Unaudited)

October 31, January 31,
2000 2001
--------- ---------
(Unaudited)
---------
Assets
Current assets:
Cash $ -- $ 210,448
Accounts receivable 6,419 44,906
Deferred offering expenses 55,000 --
Inventory 7,490 13,942
--------- ---------
Total current assets 68,909 269,296
--------- ---------
Fixed assets:
Office furniture, net of
accumulated depreciation
of $655 and $866 respectively 3,563 3,353
Computers and equipment, net of
accumulated depreciation
of $1,343 and $1,946 respectively 8,695 11,153
--------- ---------
Total fixed assets 12,258 14,506
--------- ---------
Other assets:
Security deposits 1,500 1,500
--------- ---------
Total assets $ 82,667 $ 285,302
========= =========

Liabilities and Shareholders' Equity

Current liabilities:
Bank overdraft $ 1,468 $ --
Accounts payable 64,713 19,344
Accrued interest payable 2,500 4,323
Promissory note payable 30,000 --
Revolving credit line -- 4,872
Accrued expenses payable 5,619 21,554
--------- ---------
Total liabilities 104,300 50,093
--------- ---------
Shareholders' equity:
Common stock, 50,000,000 shares
authorized; 5,030,000 and
8,381,000 shares issued and
outstanding; par value $.0001 503 838
Preferred stock, 5,000,000 shares
authorized; -0- shares issued
and outstanding; par value $.0001 -- --
Additional paid in capital 25,942 305,707
Retained earnings (deficit) -- (23,258)
Deficit accumulated during the
development stage (48,078) (48,078)
--------- ---------
Total shareholders' equity (21,633) 235,209
--------- ---------
Total liabilities and
shareholders' equity $ 82,667 $ 285,302
========= =========

See accompanying Notes to Consolidated Financial Statements.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Consolidated Statements of Operations

November 11, 1999 (inception) to October 31, 2000 (Audited)
Three-month period ended January 31, 2001 (Unaudited)
Period November 11, 1999 to January 31, 2000 (Unaudited)

November 11, Three months November 11,
1999 to Ended 1999 to
October 31, January 31, January 31,
2000 2001 2000
----------- ----------- -----------
(Unaudited) (Unaudited)

Revenues:
Net sales $ 86,867 $ 47,573 $ --
Cost of sales (50,819) (20,707) --
----------- ----------- -----------
Gross profit 36,048 26,866 --
Commissions 33,000 7,529 --
----------- ----------- -----------
Total revenue 69,048 34,395 --
----------- ----------- -----------

Operating Expenses:
General and administrative expenses 52,641 28,272 7,930
Selling expenses 64,485 29,381 18,146
----------- ----------- -----------
Total expenses 117,126 57,653 26,076
----------- ----------- -----------

Net loss $ (48,078) $ (23,258) $ (26,076)
=========== =========== ===========

Net loss per share:
Basic $ (0.01) $ (0.004) $ (0.005)
=========== =========== ===========
Diluted

Weighted average shares of common stock
used in calculation of net loss per share 5,030,000 5,571,337 5,030,000
=========== =========== ===========

See accompanying Notes to Consolidated Financial Statements.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Consolidated Statements of Changes in Shareholders' Equity

November 11, 1999 (inception) to October 31, 2000 (Audited)
Three-month period ended January 31, 2001 (Unaudited)

Deficit
Accumulated
Additional During Retained
Number of Capital Paid-In Development Earnings
Shares Stock Capital Stage (deficit) Total
--------- --------- --------- --------- --------- ---------

November 11, 1999
to October 31, 2000:

Issuance of common stock
at $0.0001 per share 5,000,000 $ 500 $ 13,945 $ -- $ -- $ 14,445
Contributed services:
Legal 30,000 3 2,997 -- -- 3,000
Other -- -- 9,000 -- -- 9,000
Net loss -- -- -- (48,078) -- (48,078)
--------- --------- --------- --------- --------- ---------
Balances, October 31, 2000 5,030,000 503 25,942 (48,078) -- (21,633)

Three-month period ended
January 31, 2001 (unaudited):

Issuance of common stock
at $0.10 per share, net
of $55,000 direct costs 2,651,000 265 209,835 -- -- 210,100

Issuance of common stock
in exchange for conver-
sion of notes payable 700,000 70 69,930 -- -- 70,000
Net loss -- -- -- -- (23,258) (23,258)
--------- --------- --------- --------- --------- ---------
Balances, January 31,
2001 8,381,000 $ 838 $ 305,707 $ (48,078) $ (23,258) 235,209
========= ========= ========= ========= ========= =========

See accompanying Notes to Consolidated Financial Statements.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

November 11, 1999 (inception) to October 31, 2000 (Audited)
Three-month period ended January 31, 2001 (Unaudited)
Period November 11, 1999 to January 31, 2000 (Unaudited)

November 11, Three months November 11,
1999 to Ended 1999 to
October 31, January 31, January 31,
2000 2001 2000
--------- --------- ---------
(Unaudited) (Unaudited)
--------- ---------

Cash flows from operating activities:
Net loss $ (48,078) $ (23,258) $ (26,076)
Adjustments to reconcile net loss
to cash used by operating activities:

Depreciation 1,998 814 448
Contributed services 9,000 -- --
Services compensated in stock 3,000 -- --
Increase in accounts receivable (6,419) (38,487) --
Increase in security deposits (1,500) -- (650)
Increase in inventory (7,490) (6,452) --
Increase in operating accounts payable 9,713 7,599 6,050
Increase in accrued interest payable 2,500 1,823 --
Increase in accrued expenses 5,619 17,967 364
--------- --------- ---------
Cash used by operating activities (31,657) (39,994) (19,864)
--------- --------- ---------

Cash flows from investing activities:
Purchase of fixed assets (14,256) (3,062) (9,399)
--------- --------- ---------

Cash flows from financing activities:
Issuance of common stock 14,445 -- 29,445
Proceeds of private placement offering,
net of $55,000 direct placement costs -- 210,100 --
Revolving credit line borrowings -- 4,872 --
Proceeds from promissory note payable 30,000 40,000 --
Proceeds (repayment) of bank overdraft 1,468 (1,468) --
--------- --------- ---------
Cash provided by financing activities 45,913 253,504 29,445
--------- --------- ---------

Increase in cash -- 210,448 182
Cash, beginning of period -- -- --
--------- --------- ---------
Cash, end of period $ -- $ 210,448 $ 182
========= ========= =========

See accompanying Notes to Financial Statements.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

October 31, 2000
(Information for the three months ended January 31, 2001 Unaudited)

1. Nature of Business

TDT Development, Inc. ("TDT") imports and distributes, through its wholly
owned subsidiary, Terre di Toscana, Inc. ("Terre"), specialized truffle
based food products which include fresh truffles, truffle oils, truffle
pates, truffle cremes, and truffle butter. TDT's target market includes
retailers such as restaurants, specialty food stores, delicatessens,
supermarkets; distributors such as specialty food brokers and wholesalers.
The Company plans to sell to consumers directly through e-commerce via the
Internet.

TDT's wholly owned subsidiary Terre di Toscana, Inc. was incorporated in
Florida, on November 10, 1999. Since its inception to October 31, 2000
Terre has been test-marketing products in the United States. Commencing
November 2000 the Company commenced regular sales of its products.

TDT imports products directly from several Italian producers. There are no
formal contracts or agreements in place. The U.S. Food and Drug
Administration and Department of Agriculture regulate TDT's products. In
the event that a faulted product is found, the finding would have a
material financial impact on TDT.

2. Basis of Presentation and Consolidation

Terre was formed in November, 1999 and incurred start-up expenses through
December 31, 1999. Terre commenced test marketing its products in January
2000. All significant operations have been conducted by Terre.

TDT was formed in September 2000 by the sole shareholder of Terre. On
September 8, 2000, TDT acquired one hundred percent (2000 shares) of Terre
common stock in exchange for 5,000,000 shares of TDT's common stock issued
to Terre's sole shareholder, Pietro Bortolatti. Bortolatti, who was TDT's
sole shareholder at that time, is also TDT's president, CEO and Chairman
of the Board of Directors. Accordingly, this business combination was
accounted for at historical cost in a manner similar to a pooling of
interests. The consolidated statements of operations, of changes in
shareholders' equity and of cash flows include the activities of both
companies from the inception of Terre in November 1999 as if Terre had
been a wholly owned subsidiary of TDT for all periods presented.

The consolidated financial statements include the accounts of TDT and
Terre. All intercompany transactions and balances have been eliminated.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

October 31, 2000
(Information for the three months ended January 31, 2001 Unaudited)

3. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and
matters for disclosure 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.

Accrual Basis

The financial statements have been prepared on the accrual basis of
accounting. Revenues are reflected when earned, net of discounts. Expenses
are recognized when incurred.

TDT has test marketed its products in the United States and has recognized
revenues when the merchandise is shipped to customers. In addition, TDT
received brokerage commissions from certain foreign transactions that it
arranged.

Development Stage Enterprise

The Company adopted the financial statement principles of a development
stage enterprise from its inception and has reported its financial
condition and results of operations through October 31, 2000 in accordance
with the standards for such an enterprise. The Company discontinued the
practice on November 1, 2000 (see Note 12

Inventory

Inventory consists entirely of finished goods and is stated at the lower
of cost (determined on the first in, first out basis) or market.

Fixed Assets

Fixed assets, consisting of office furniture, computers and equipment are
stated at cost, net of accumulated depreciation. Depreciation is provided
using the straight-line method over the estimated useful lives of the
assets.

Revenue and Accounts Receivable

Revenue is recognized when goods are shipped to customers. The Company's
policy is to replace returned goods, if any, with other merchandise.
Anticipated returns and bad debts are considered to be immaterial by
management and, accordingly, no provision for them has been provided in
the accompanying financial statements.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

October 31, 2000
(Information for the three months ended January 31, 2001 Unaudited)

3. Significant Accounting Policies - continued

Foreign Currency Translation

Transactions with foreign suppliers are translated at the exchange rates
then in effect. At the balance sheet date, accounts payable denominated in
foreign currency are adjusted to reflect foreign currency exchange rates
at that date. Any resulting gain or loss is reflected in the determination
of current net income (loss). The Company has no foreign customers.

Financial Instruments

Current assets and liabilities are reported at their face amount which,
because of their short-term nature, approximates fair value.

Comprehensive Income

There is no difference in the Company's historical net losses as reported
and comprehensive net loss.

Dividends

The Board of Directors has sole discretion to pay cash dividends based on
the Company's financial condition, results of operations, capital
requirements, contractual obligations and other relevant factors. TDT has
not paid any dividends on common stock since inception.

Income Taxes

TDT accounts for income taxes using the asset and liability method. Under
that method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and
liabilities. Deferred taxes are measured by applying currently enacted tax
laws. Valuation allowances related to deferred tax assets are established
when, in the opinion of management, it is more likely than not that some
or all of the benefits of deferred tax assets will not be realized.

4. Shareholders' Equity

In September 2000, TDT issued 5,000,000 shares of common stock to the
Company's President, CEO, Secretary and Chairman of the Board, Mr. Pietro
Bortolatti, in exchange of all of Terre di Toscana's outstanding shares of
common stock. The exchange was treated as a reorganization of entities
under common control, and was accounted for at historical cost in a manner
similar to pooling of interests.

In addition, 30,000 shares of TDT's common stock were issued to Kaplan,
Gottbetter & Levenson, LLP., TDT's legal representative, in exchange for
legal services valued at $3,000.

Holders of common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

October 31, 2000
(Information for the three months ended January 31, 2001 Unaudited)

5. Related Party Transactions

TDT issued 5,000,000 shares of its common stock to Pietro Bortolatti,
TDT's President, Chief Executive Officer and Director in exchange for the
transfer from Mr. Bortolatti to TDT of all of the outstanding shares of
Terre. The exchange was treated as a reorganization of entities under
common control, and was accounted for at historical cost in a manner
similar to pooling of interests.

TDT also issued 30,000 shares of its common stock to Kaplan, Gottbetter &
Levenson, LLP., the legal counsel of the Company in exchange for legal
services valued at $3,000 ($.10 per share).

In addition, Mr. Bortolatti provided services to the Company during 2000
valued at $9,000, for which he was not and will not be paid. The value of
those services has been charged to expense and credited to additional
paid-in capital.

David Rector is a director of TDT and is also a principal of The David
Stevens Group. TDT has engaged The David Stevens Group to perform certain
management consulting services, for which Terre paid $16,244 during the
period ended October 31, 2000.

6. Income Taxes

The companies have consolidated net operating losses ("NOL") for tax
purposes at October 31, 2000 of approximately $28,000. The differences
between financial reporting and tax bases of assets and liabilities are
not significant.

At a statutory tax rate of fifteen percent, the future tax benefit of the
NOL would be approximately $4,200. However, this has been reduced by a
100% valuation allowance because, in the opinion of management, it is more
likely than not based on available information that the benefit will not
be realized.

7. Foreign Currency Translation

For the period November 11, 1999 to October 31, 2000 the Company's gain on
payables denominated in foreign currencies was $651.

8. Stock Options

TDT adopted its 2000 Stock Option Plan in September, 2000. The plan
provides for the grant of options intended to qualify as incentive stock
options; options not intended to so qualify; and nonstatutory stock
options and stock appreciation rights. The total number of shares of
common stock reserved for issuance under the plan is 1,000,000 subject to
adjustment in the event of a stock split, stock dividend, recapitalization
or similar capital change, plus an indeterminate number of shares of
common stock issuable upon the exercise of reload options. TDT has not yet
granted any options or stock appreciation rights under the plan.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

October 31, 2000
(Information for the three months ended January 31, 2001 Unaudited)

8. Stock Options - continued

The plan is presently administered by TDT's Board of Directors, which
selects the eligible persons to whom options shall be granted, determines
the number of common shares subject to each option, the exercise price
thereof and the period during which options are exercisable, interprets
the provisions of the plan and, subject to certain limitations, may amend
the plan.

Options may be granted to TDT's employees (including officers) and
directors and certain of TDT's consultants and advisors.

9. Services Compensation

Kaplan, Gottbetter & Levenson, LLP (KGL) rendered legal services at a fair
value of $3,000. The $3,000 was paid through the issuance of 30,000 shares
of TDT's common stock valued at $.10 per share.

10. Deferred Offering Expenses

TDT has incurred costs $55,000 to Kaplan, Gottbetter & Levenson, LLP for
the preparation of TDT's Private Offering Memorandum dated November 2,
2000.

11. Segment Information

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Certain information is disclosed, per
SFAS No. 131, based on TDT's geographic revenues. In addition to its
regular operations in the United States, TDT brokers deals for its
suppliers in Italy for which the Company receives commissions. For the
period ended October 31, 2000 TDT received $33,000 in commissions from
Italy. The Company has no foreign sales.

12. Concentrations

More than half of the Company's inventory purchases have been made from
two suppliers.

13. Notes Payable

On May 15, 2000 Terre borrowed $30,000 and executed an 18% promissory note
due May 15, 2001. The face value of the note was converted into 300,000
shares of TDT common stock on December 29, 2000. Accrued interest of
$3,446 on the conversion date remains a liability of the Company.

TDT Development, Inc.
and Subsidiary
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

October 31, 2000
(Information for the three months ended January 31, 2001 Unaudited)

14. Information for the three months ended January 31, 2001 (Unaudited)

The interim financial information as of January 31, 2001 and for the three
months ended January 31, 2001 and the period November 31, 1999 to January
31, 2000 is unaudited but includes all adjustments that TDT management
considers necessary for a fair presentation of its consolidated financial
position at that date and its consolidated results of operations and cash
flows for those periods. Operating results for the three months ended
January 31, 2001 are not necessarily indicative of results that may be
expected for any future periods.

Based on achieving significant revenue during its first year of
operations, management has determined that the Company no longer meets the
definition of a development stage enterprise effective November 1, 2000.

In November 2000, TDT's Board of Directors authorized a private placement
offering of TDT's common stock to a limited number of sophisticated
investors at a price of $.10 per share. In January 2001, TDT completed the
private placement of 3,351,000 shares of its common stock, resulting in
cash proceeds of $335,100. Direct costs incurred in conjunction with this
placement were $55,000.

On November 15, 2000 Terre borrowed $40,000 and executed an 18% promissory
note due February 15, 2001. On December 29, 2000 the face amount of the
note was paid by a third party in consideration of which TDT issued
400,000 shares of common stock. Accrued interest of $877 on the conversion
date remains a liability of the Company.

David Rector is a director of TDT and is also a principal of The David
Stevens Group. TDT has engaged The David Stevens Group to perform certain
management consulting services, for which Terre has paid $10,000 during
the three months ended January 31, 2001.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in Miami, Florida on
April 16, 2001.

TDT Development, Inc.

By:/s/ Pietro Bortolatti
-------------------------------------
Pietro Bortolatti
President, CEO, Secretary, Treasurer
and Chairman of the Board

In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Dated

/s/Pietro Bortolatti President, CEO, Secretary, April 16, 2001
------------------------- Treasurer, Chairman of the
Pietro Bortolatti Board

/s/David Rector Director April 16, 2001
-------------------------
David Rector

/s/ Tiziana DiRocco Director April 16, 2001
-------------------------
Tiziana DiRocco