CHDT CORP (Form: 8-K, Received: 11/06/2007 06:01:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Earliest Event Date requiring this Report: November 2, 2007

CHDT CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA 0-28331 84-1047159

(State of Incorporation or (Commission File Number) (I.R.S. Employer

organization) Identification No.)

350 Jim Moran Blvd.

Suite 120

Deerfield Beach, Florida 33442

(Address of principal executive offices)

(954) 252-3440

(Registrant's telephone number, including area code)

ITEM 3.02 Unregistered Sales of Equity Securities; ITEM 8.01 Other Events. On November 2, 2007, CHDT Corp. (CHDT) and Howard Ullman, CHDT Chairman of the Board and a principal shareholder, agreed to convert and converted $1,000,000 principal amount of promissory notes issued to Mr. Ullman for cash loans to CHDT into 416,708 shares of CHDT Series B Convertible Preferred Stock, $.10 par value (“Preferred Shares”). The conversion was made to eliminate the debt from CHDT financial statements as part of CHDT effort to attract bank financing for the STP-branded product line of Capstone Industries, Inc., a wholly-owned CHDT subsidiary. CNDT has financed the roll-out of the STP-branded product line by equity investments by investors under a private placement and loans from CHDT management members. The conversion had been previously reviewed and approved by CHDT independent directors. Attached to this Report as Exhibit 99.1 is a press release concerning this conversion. If the Preferred Shares are converted to Common Stock, the conversion would increase Mr. Ullman’s total ownership of shares of Common Stock to 369,849,638 which represents 61 % of the outstanding shares.

Each Preferred Share can be converted upon demand into 66.66 shares of CHDT Common Stock. The Preferred Shares are senior to the Common Stock for any CHDT liquidation and dividend distributions, but the Preferred Shares have no voting rights. The Certificate of Designation for the Preferred Shares is set forth in Exhibit 99.2 to this Report.

IEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT DESCRIPTION

Exhibit 99.1 Press release, date November 5, 2007, regarding the

Debt Conversion by Howard Ullman

Exhibit 99.2 Certificate of Designation for Series B Convertible

Preferred Stock, $.10 par value.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHDT CORP.

Date: November 4, 20075

By:

/s/ Gerry McClinton

Gerry McClinton, Chief Operating Officer

EXHIBIT DESCRIPTION

Exhibit 99.1 Press release, date November 4, 2007, regarding the

Debt Conversion by Howard Ullman

Exhibit 99.2 Certificate of Designation for Series B Convertible

Preferred Stock, $.10 par value.

EXHIBIT 99.1

PRESS RELEASE FOR IMMEDIATE RELEASE

November 5th, 2007

CHAIRMAN CONVERTS ONE MILLION IN DEBT

Deerfield Beach, FL: CHDT Corporation, a Florida corporation (OTCBB: CHDO.OB) announced today that the company’s Chairman, Howard Ullman, last Friday converted $1,000,000 worth of loans into 416,708 Series B Convertible Preferred Stock, $.10 par value(“Preferred Shares”). The 8% notes were loaned to the company in 2006 to acquire Capstone Industries and cover post acquisition costs. The conversion will alleviate over $80,000 a year in interest payments as well as remove the debt from the Company’s balance sheet. Preferred B Shares convert upon demand and each share of Preferred Share converts into 66.66 shares of Company Common Stock. The Preferred Shares have no voting rights, but are senior to the Common Stock in any liquidation or dividend distributions. If all the Preferred Shares are converted to Common Stock, the conversion would increase Mr. Ullman’s total ownership of shares of Common Stock to 369,849,638 which represents 61 % of the outstanding shares.

“We have focused the past month on improving our financial picture by removing all long term debt in an effort to position the company for future growth” said Howard Ullman, Chairman of CHDT Corp. As our business grows so too will our credit needs and it is imperative the company be in a strong financial position as it seeks banking relationships”, he said.

During the past month the company has retired or removed $1,300,000 in long term debt from its financial balance sheet.

About CHDT Corp.: CHDT Corp. (http://www.chdtcorp.com) is a holding company engaged through it’s operating subsidiaries in the following business lines: Capstone Industries, Inc. (www.capstoneindustries.com) is engaged in product development, manufacturing, distribution, logistics and product placement to importers, theme parks, and mass retail of souvenirs, gifts, and consumer products; and Overseas Building Supply (OBS) is engaged in distribution of building materials including but not limited to roof tiles, interior doors, and insulation materials. Reference of URL’s in this press release does not incorporate said URL’s or any of their contents in this press release.

FORWARD-LOOKING STATEMENTS: This press release, including the financial information that follows, contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements are based on the Company’s and its subsidiaries’ current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, new product distribution efforts, anticipated success or basis for optimism about the potential of new business expansion efforts, product potential or financial performance. The fact that CHDT seeks or consummates investments in or acquisitions of other companies or undertakes new business development efforts does not mean that such transactions or efforts will favorably affect CHDT's business or financial conditions -- in general or as forecasted. New orders for products does not necessarily mean that additional orders will follow or that such orders will significantly or favorably affect CHDT financial results. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. CHDT undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this press release and risks associated with any investment in CHDT, which is a small business concern and a "penny stock company” and, as such, a highly risky investment suitable for only those who can afford to lose such investment, should be evaluated together with the many uncertainties that affect CHDT's business, particularly those mentioned in the cautionary statements in current and future CHDT's SEC Filings.

Contact:

Rich Schineller

rich@prmgt.com

99.2

CERTIFICATE OF DESIGNATIONS OF THE

PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS

OF SERIES B CONVERTIBLE PREFERRED STOCK

OF CHINA DIRECT TRADING CORPPORATION

Pursuant to Section 607.0602 of the Florida Business Corporation Law, CHDT Corporation, a Florida corporation (the "Corporation"), DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation and pursuant to Section 607.0602 of the Florida Business Corporation Law, said Board of Directors at a meeting duly held on January 22, 2006, has duly adopted a resolution providing for the issuance of a series of 100,000 shares of Series B Convertible Preferred Stock, par value $0.10 per share, which reads as follows:

First: The name of the corporation is China Direct Trading Corporation (hereinafter referred to as the "Corporation").

Second: The following amendment to the Amended Articles of Incorporation was approved and adopted on January 22, 2006, as prescribed by Section 607.1006 of the Florida 1989 Business Corporation Act, by the board of directors at a meeting without shareholder approval, and approval by the shareholders of the Corporation was not required.

Third: This amendment is to be effective immediately on filing.

Fourth: Article IV of the Amended Certificate of Incorporation is further amended to add the following: SERIES B CONVERTIBLE PREFERRED STOCK, $0.10 PAR VALUE PER SHARE. There is hereby designated, out of the authorized but unissued shares of Preferred Stock of the Corporation, a series thereof, and the number of shares, voting powers, designation, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations, and restrictions thereof, of the shares of such series (in addition to those set forth in the Articles of Incorporation, as amended, which are applicable to the Preferred Stock of all series), shall be as follows:

(1) The distinctive serial designation of this series shall be "Series B Convertible Preferred Stock, $0.10 par value per share" (hereinafter called "this Series").

(2) The number of shares in this Series shall initially be 800,000, which number may from time to time be increased or decreased (but not below the number then outstanding) by the Board of Directors. Shares of this Series purchased by the Corporation shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series. Shares of this Series may be issued in fractional shares, which fractional shares shall entitle The holder, in proportion to such holder's fractional share, to all rights of a holder of a whole share of this Series.

(3) The holders of full or fractional shares of this Series shall not be entitled to any dividends or other distributions.

(4) Each share of the Series that is issued and outstanding may be converted into 66.66 shares of Common Stock by the holder thereof upon written demand to the Corporation and upon compliance with any reasonable administrative requirements for such conversion of the Company.

(5) In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of this Series shall at deemed to have been converted into shares of Common Stock at the conversion ratio of one share of the Series for 66.66 shares of the Common Stock and such conversion shall be consummated prior to the record date for holders of the shares of Common Stock for any such Merger, consolidation, reclassification or other transaction in which the shares of the Common Stock are exchanged for and changed into other stock or securities, cash and/or any other property.

(6) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of full and fractional shares of this Series shall be entitled, before any distribution or payment is made on any date to the holders of the Common Stock, but after all distributions are made in full to all other series of issued and Outstanding shares of preferred stock, to be paid in full an amount per whole share of this Series equal to $1.00 (the "Liquidation Preference"), together with accrued dividends to such distribution or payment date, whether or not earned or declared. If such payment shall have been made in full to all holders of shares of this Series, the holders of shares of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the first paragraph of this Section (v), no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such liquidation, dissolution or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably in proportion to the full distributable, amounts for which holders of all such parity shares are respectively entitled upon such liquidation, dissolution or winding up.

Upon the liquidation, dissolution or winding up of the Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of assets of the Corporation available for distribution to its shareholders all amounts to which such holders are entitled pursuant to the first paragraph of this Section (5) before any payment shall be made to the Holders of Common Stock or any other stock of the Corporation ranking junior upon liquidation to this Series.

For the purposes of this Section (5), the consolidation or merger of, or binding share exchange by, the Corporation with any other corporation shall not be deemed to constitute a liquidation, dissolution or winding up of the corporation.

(6) This Series shall rank junior to all other series or classes of Preferred Stock of the Corporation, now existing or hereafter created, as to payment of dividends and the distribution of assets, unless the terms of any such other series or class shall provide otherwise.

(7) The Shares of the Series shall have no voting rights unless applicable law requires otherwise.