Summary of CHDT CORP - Yahoo! Finance

ITEM 3.02 ISSUANCE OF UNREGISTERED EQUITY SECURITIES.

On July 11, 2008, CHDT Corporation, a Florida corporation, ("CHDT") received a loan commitment from Jeffrey Postal, a director of CHDT, for a maximum of $250,000 principal amount. The principal accrues interest at 8% simple interest per annum and has a six (6) month term. Principal and all accrued interest on the principal are due in a lump-sum payment on the maturity date of January 11, 2009, which can be extended for an additional six (6) consecutive month period with the mutual agreement of both parties. As an equity kicker, CHDT also issued a warrant to Mr. Postal to purchase 4 million shares of "restricted" (as defined under Rule 144 of the Securities Act of 1933, as amended) concurrently with the loan commitment. The exercise price under the warrant is $0.025 per share and the warrant has a term of five years. The debt obligation is evidenced by a Promissory Note, dated July 11, 2008, which is attached to this Form 8-K as Exhibit 10.1. Attached to the Promissory Note is the form of the warrant. The proceeds from the loan will be used solely for funding of the production of products sold by CHDT's wholly owned subsidiary, Capstone Industries, Inc. CHDT elected to pursue the loan from Mr. Postal because the funding was immediately available from Mr. Postal without the customary delay of and the numerous restrictive covenants of traditional bank financing, the funding was needed this fiscal quarter to fund the production of products and there was no assurance or certainty that the funding could be obtained from other funding sources in a timely manner or at all.

This funding is in addition to the credit line afforded Capstone Industries, Inc., a wholly-owned subsidiary of CHDT, by Sterling National Bank and is being obtained for new product orders.

This transaction and the underlying documentation were approved by disinterested directors of CHDT as being fair to CHDT and its public shareholders.

The issuance of the warrant is made in reliance on a Section 4(2) exemption from registration under the Securities Act of 1933, as amended.

The above description of the Promissory Note and warrant are qualified in their entirety by reference to the actual documents, which are attached to this Form 8-K Report as Exhibit 10.1.