SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KT
                         TRANSITIONAL REPORT PURSUANT TO
                       THE SECURITIES EXCHANGE ACT OF 1934


        For the period from Inception, January 19, 2000, to September 30, 2000
                        Commission file number:0-30119


                             S.D.E. Holdings 1 Inc.
                            ------------------------
                                 (Former Name)

                             DNAPrint genomics, Inc.
                             -----------------------
                                   (New Name)

       Utah                                            59-2780520
-------------------------                         --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

              1748 Independence Blvd., Suite D1, Sarasota, FL 34234
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code:  941-351-4543

           Securities registered pursuant to Section 12(b) of the Act:

                            Title of each class: None

                 Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                  Title of each class: $0.001 par value Common

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                      Yes  X            No
                         -----           ------

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.        X
                       -----

State issuer's revenues for its most recent fiscal year. $0

                                        1

<PAGE>


Transitional Small Business Disclosure Format:

                   ___X___ Yes                _______ No


Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of September 30, 2000: $0

Number of outstanding  shares of the registrant's  $.001 par value common stock,
as of September 30, 2000: 1,000,000.

                                       2

<PAGE>
                                TABLE OF CONTENTS

                                     PART I

                                                                     Page

Item 1.      Description of Business....................                4

Item 2.      Properties ................................                5

Item 3.      Legal Proceedings..........................                5

Item 4.      Submission of Matters to a Vote of
             Security Holders..........................                 6

                                     PART II

Item 5.      Market for Registrant's Common Stock and
             Security Holder Matters ..................                 6

Item 6.      Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations ...............................                 7

Item 7.      Financial Statements and Supplementary Data..              8

Item 8.      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure.....                8

                                    PART III

Item 9.      Directors and Executive Officers of the
             Registrant.................................                9

Item 10.     Executive Compensation......................               12

Item 11.     Security Ownership of Certain Beneficial
             Owners and Management......................                14

Item 12.     Certain Relationships and Related
             Transactions...............................                15

                                     PART IV

Item 13.     Exhibits, Financial Statement Schedule
             and Reports on Form 8-K....................                15

             Index to Exhibits .........................                16

             Signature Page.............................                17

             Index to Financial Statements..............                F-1

                                       3

<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.
         ------------------------

General
--------

     The  Company  was  incorporated  under  the laws of the  State of Nevada on
January 19, 2000 and is in the early  developmental  and promotional  stages. To
date the  Company's  activities  have  been  organizational  ones,  directed  at
developing its business plan and raising its initial capital. The company has no
commercial  operations as of date hereof. The company has no full-time employees
and owns no real estate.

     At period  end,  the  Company  is a "shell"  company  and its only  current
business plan is to seek,  investigate,  and, if warranted,  acquire one or more
properties or  businesses,  and to pursue other related  activities  intended to
enhance shareholder value. The acquisition of a business opportunity may be made
by purchase,  merger, exchange of stock, or otherwise,  and may encompass assets
or a business entity, such as a corporation,  joint venture, or partnership. The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such  business  opportunity.  The Company  intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

     On October 13, 2000, the Company  completed a merger as described in a Form
8K12(g)3  dated  November  3,  2000  with  DNAPrint   genomics,   Inc.,  a  Utah
Corporation.  This  report  is  being  filed to  conform  the  merged  companies
financial  reporting  period to a calendar  year end and to reflect and disclose
the financial  position of S.D.E.  Holdings 1 Inc. up to the date of the merger,
October 13, 2000.

     Pursuant to an Agreement and Plan of Merger (the "Merger  Agreement") dated
as of October 17, 2000 between the registrant,  S.D.E. Holdings 1 Inc., a Nevada
corporation  ("S.D.E.")  and  the  registrant's  parent  corporation,   DNAPrint
genomics, Inc., a Utah corporation  ("DNAPrint"),  all the outstanding shares of
common stock of S.D.E.  were  exchanged  for an equal number of shares of common
stock of DNAPrint  which were then  cancelled and returned to the authorized but
unissued  shares of DNAPrint in a merger  transaction  in which DNAPrint was the
surviving  corporation.  Pursuant  to the  merger  S.D.E.  was the  disappearing
corporation  and  DNAPrint  as  the  surviving  corporation  has  elected  12g-3
successor issuer status. The merger was accomplished pursuant to Section 92A.180
of  the  Nevada  Revised   Statues   pertaining  to  the  merger  of  subsidiary
corporations into parent corporations.

                                       4
<PAGE>


     The Merger  Agreement was adopted by the unanimous  consent of the Board of
Directors of both S.D.E.  and  DNAPrint on October 17, 2000.  No approval of the
shareholders of DNAPrint was required under  applicable  state corporate law. No
other approval of the owners of any  constituent  corporation was required under
applicable  state  corporate law. S.D.E.  and DNAPrint  complied in all respects
with the provisions of Nevada Revised Statute  92A.180  pertaining to the merger
of subsidiary corporations into parent corporations.

     Prior to the merger,  S.D.E. had 500,000 shares of common stock outstanding
after 500,000 shares were returned to treasury on October 13, 2000. These shares
were owned by  DNAPrint  which,  pursuant  to the  merger,  were  cancelled  and
returned to the authorized but unissued shares of DNAPrint.

     Prior  to  the  effectiveness  of the  Merger  Agreement,  DNAPrint  had an
aggregate of  384,400,986  shares of common  stock,  par value $.01,  issued and
outstanding, and no shares of preferred stock outstanding,  $.01 par value. Upon
effectiveness  of the merger,  the number of shares of common  stock  issued and
outstanding remained unchanged.

     The officers of DNAPrint continue as officers of DNAPrint subsequent to the
Exchange Agreement. See "Management" below. The officers, directors, and by-laws
of DNAPrint will continue without change.

     For a complete  synopsis of the business plan of DNAPrint  genomics,  Inc.,
the reader is referred to the Form 8K12(g)3 as filed for DNAPrint genomics, Inc.
on November 3, 2000.


ITEM 2.           PROPERTY
-------------------------------

     The Company has offices at 1748 Independence Blvd., Suite D1, Sarasota,  FL
34234. The company owns no real property.

ITEM 3.           LEGAL PROCEEDINGS
------------------------------------

     The  Company  was a  party  to no  pending  legal  proceedings,  nor is its
property subject to such proceedings, at date of this report.


                                       5

<PAGE>
ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
----------------------------------------------------------------------

     No matters  were  submitted  during the period  covered by this report to a
vote of security holders of the Company,  through the solicitation of proxies or
otherwise.

                                    PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED  STOCKHOLDER
                  MATTERS
--------------------------------------------------------------------------------

     As of the date of this report,  there has been no trading or quotation
of the Company's  common stock.  The range of high and low trade  quotations for
each fiscal quarter since the last report, as reported by the National Quotation
Bureau Incorporated, was as follows

                                 2000                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *

                                 1999                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1998                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1997                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

* No quotations

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

     As of September  30,  2000,  there were 3 record  holders of the  Company's
common Stock prior to merger with DNAPrint genomics, Inc.

     The Company has not declared or paid any cash dividends on its common stock
and does not anticipate paying dividends for the foreseeable future.

                                        6

<PAGE>
ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS

                 FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
--------------------------------------------------------------------------------

     No operations  were  conducted and no operating  revenues were generated in
the period from  inception to September 30, 2000. The Company had no income from
inception to September  30, 2000.  The Company at period end had cash of $1,488,
and no other  assets.  The  Company at year end was  illiquid  and  needed  cash
infusions from shareholders to provide capital, or loans from any sources.

Transitional Report
-------------------

     The Company  elected to use a calendar year for accounting  purposes due to
its merger with DNAPrint genomics,  Inc. on October 13, 2000. DNAPrint genomics,
Inc. uses a normal calendar year for accounting.

Results of Operations  for the period ended  September 30, 2000 from  Inception,
January 19, 2000
--------------------------------------------------------------------------------

     The Company  incurred  expenses  totalling $1,732 in 2000 from inception to
September  30,  2000.  The  Company  had no  operations  in for the period  from
inception to September  30, 2000.  The net loss from  inception to September 30,
2000 was  ($1,732).  The net loss per share was less than  ($.01) for the period
from inception to September 30, 2000. A continuation  of the trend of net losses
should be expected to continue in the future  until  profitable  operations  are
achieved.

     Liquidity & Capital Resources
     -----------------------------

     The Company had nominal cash at period end  September  30,  2000,  prior to
merger, $1,488, and no other capital resources. The company will be dependent on
its shareholders for loans for expenses,  and has no capital availability except
through private sales of treasury stocks, none of which has been arranged.

                                       7

<PAGE>

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------------------------

     Please refer to pages F-1 through F-8.


ITEM 8.           CHANGES  IN  AND  DISAGREEMENTS  ON  ACCOUNTING AND  FINANCIAL
                  DISCLOSURE
--------------------------------------------------------------------------------

     A.J.  Robbins,  P.C.,  Certified Public  Accountants and Consultants,  were
retained in 2000 as auditors for the Company for the period ended  September 30,
2000.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The principal  accountants'  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty,  audit scope, or accounting  principles  except
for the "going concern" qualification.


                                       8

<PAGE>

                                    PART III

ITEM 9.           DIRECTORS  AND  EXECUTIVE  OFFICERS   OF  THE  REGISTRANT  AND
                  COMPLIANCE WITH SECTION 16(A)
--------------------------------------------------------------------------------


         The directors and executive  officers currently serving the Company are
as follows:

NAME                          POSITION HELD                        TENURE

Scott A. Deitler*        President and Director                Annual since 2000

Wesley F. Whiting*       Secretary and Treasurer               Annual since 2000


* These Officers and Directors  resigned at October 13, 2000, at the time of the
business combination with DNAPrint genomics, Inc. See 8K12(g)3 dated November 3,
2000.


BIOGRAPHICAL INFORMATION

     SCOTT A. DEITLER, age 43, President and director since inception,  received
a B.A. in Business and  Conservation  from the  University  of Colorado in 1978.
From 1987 to 1995,  he was  President  and a director  of  Colorado  Coin Co. in
Boulder,  Colorado.  From 1993 to 1998, he was President of Ulta Travel, Inc., a
travel  agency.  He has been  President  and  Director of J.S.J.  Capital  Corp.
(1999),  J.S.J.  Capital II, Inc.  (1999),  J.S.J.  Capital  III,  Inc.  (1999),
Investra Enterprises,  Inc. (1999),  Advanced Ceiling Supplies, Inc. (1997), and
Marathon  Marketing  Corp.  (since 1991). He was Secretary and Director of Cross
Check Corp. since 1997. All of which are blank check companies  without specific
business,  but which are seeking an acquisition or merger,  except that Investra
Enterprises,  Inc. merged with Pathobiotek  Diagnostics,  Inc. in March 2000 and
Cross  Check  Corp.  merged with  HouseholdDirect.com,  Inc. in March 2000.  Mr.
Deitler  resigned as an officer of Cross Check Corp.  and Investra  Enterprises,
Inc. in March 2000.

     WESLEY F.  WHITING,  age 64, has served as Secretary  and  Treasurer  since
February 21, 2000.  Mr.  Whiting has been  president,  director and secretary of
Berge Exploration, Inc. (1978- 1988) and president, vice president, and director
of NELX, Inc. (1994-1997),  and was vice president and director of Intermountain
Methane  Corporation  (1988-1997),  and president of Westwind  Production,  Inc.
(1997-1998). He has been a director of Kimbell deCar Corporation since 1998, and
he has been President and a director of Dynadapt System, Inc. since 1998.


                                        9


<PAGE>

     Mr. Deitler and Mr. Whiting  resigned as officers and Directors  concurrent
with the merger.

     The Company has new officers  and  directors as a result of its merger with
DNAPrint genomics, Inc. on November 3, 2000.

     CARL L. SMITH,  President and Director, is 58 years of age. Mr. Smith is an
entrepreneur in venture capital marketing,  sales and business development.  Mr.
Smith  has  served  as  the  CEO  of  DNAPrint  genomics,  Inc.  f/k/a  Catalyst
Communications,  Inc.  from 1994 to the  present  and has served on the board of
directors of Diversified  Resources Group, Inc. from 1994 to 1996 and from April
1999 to the  present.  Mr.  Smith has served as a  director  of GRG,  Inc.  from
September  1998 to October  2000,  and also serves on the Board of  Directors of
Penn-Akron  Corporation  from June 2000 to the present.  Mr. Smith has also been
chairman of Tampa Bay Financial,  Inc. from 1994 to the present, a Florida based
consulting company and became President of American  Communications  Enterprises
in October 2000. Catalyst Communications,  Inc. filed a Chapter 11 Bankruptcy in
1998 for which a Plan was confirmed in 1999.

     MATTHEW A. VEAL,  Chief  Financial  Officer,  Secretary  and Director is 41
years  old.  Mr.  Veal,  a CPA,  is  currently  CFO for the  following  entities
(including  DNAPrint genomics,  Inc.):  Tampa Bay Financial,  Inc. (since 1995),
Diversified  Resources Group,  Inc. (since 1999),  Global Resources Group,  Inc.
(since  1998),  and American  Communications  Enterprises,  Inc.  (since  2000).
Diversified  Resources Group,  Inc. filed  Bankruptcy,  Chapter 11, in 1997, the
Plan was  confirmed in 1998 and it was closed in 1999.  From 1997 to 1998 he was
Chief Accounting  Officer for Kosmas Group  International.  From 1995 to 1997 he
was CFO for Catalyst and from 1994 to 1995 he was CFO for  ComCentral  Corp. Mr.
Veal served on the Board of  Directors  of  ComCentral  through 1995 and Data 1,
Inc. and American Communications Enterprises, Inc. Mr. Veal is a graduate of the
University of Florida School of Accounting. Catalyst Communications,  Inc. filed
a Chapter 11 Bankruptcy in 1998 for which a Plan was confirmed in 1999.

                                        10
<PAGE>

     DR. TONY FRUDAKIS, Chief Scientific Officer,  received his doctorate degree
in molecular  and cell biology from the  University  of  California  Berkeley in
1992.  He has 11 total  years of  experience  as a  molecular  biologist.  Since
September 1998, Dr. Frudakis  worked to develop and manage  high-throughput  DNA
analysis  products,  services and genotyping  systems for application which form
the basis of the DNAPrint  genomics  business plan.  Dr.  Frudakis has worked on
implementing   the  FEMS   software   application   to  handle   the   companies
high-throughput  electrophoresis needs, developed automated routines and managed
laboratory  accreditation and promotion.  He has developed several new molecular
biology products developing TruSeq(tm) into an off-the-shelf  product. From 1995
to 1999, Dr. Frudakis served as a scientist at Corixa Corporation in Seattle, WA
where he managed  and  executed  high-throughput  gene  discovery  programs.  At
Corixa,  Dr. Frudakis  directed a differential  display and subtractive  library
based program of genetic discovery for genes that are  over-expressed in various
cancers,  resulting in a patent  application for over 350 unique genes. For this
work, Dr. Frudakis used gene chip technology (Synteni). During the course of the
last 5 1/2 years,  Dr.  Frudakis has worked in the development and management of
high-throughput  gene discovery routines based on DNA sequencing.  Dr. Frudakis'
work has resulted in the  authorship  of several  patents for over 350 different
novel expressed sequence tags (EST's) and 12 full-length sequences which will be
used by  Corixa  to  develop  novel  Cancer  Vaccines.  Dr.  Frudakis  is also a
co-inventor  of patents  associated  with the DNA  sequencing  reagents  and the
software product described here.

     GEORGE  FRUDAKIS,   Vice  President  of  Business  Operations,   started  a
multi-component  company called GAFF group in 1998.  During his life's work as a
self-employed entrepreneur, he made the initial seed investment for the DNAPrint
genomics business plan.

     O. HOWARD DAVIDSMEYER,  Director, is 76 years old. Mr. Davidsmeyer has been
the chairman of Diversified  Resources  Group,  Inc.,  formerly known as Data 1,
Inc.,  from 1994 to 1996 and again from 1997 to  present.  He also served as CEO
from 1994 to 1995 and again June 1999 to present. He has also served as chairman
of DNAPrint  genomics,  Inc.  f/k/a Catalyst  Communications,  Inc. from 1994 to
present.  Mr.  Davidsmeyer's career extends many years and includes a variety of
business  and  civic  accomplishments.  Catalyst  Communications,  Inc.  filed a
Chapter 11 Bankruptcy in 1998 for which a Plan was confirmed in 1999.

     MYUNG  HO KIM,  PH.D.  MATHEMATICS.  Myung  obtained  his  Ph.D.  from  the
University of Michigan.  Myung has scores of publications in mathematical  texts
and  journals  as well  as  previous  professorships  and  fellowships.  His job
function is generating  and adapting  mathematical  ideas into computer code for
pattern  recognition  and other types of  sophisticated  analysis.  He has built
information retrieval systems for a variety of applications.

     VENKATESWARLU KONDRAGUNTA, PH.D. STATISTICS. He worked in the laboratory of
genetic statistician Dr. Ranajit  Chakaroborty,  at the University of Texas from
1998 to August 2000. Venkateswarlu  specializes in the application of population
statistics and  mathematical  expression to high-density  datasets such as those
that we will be building. He attended the University of Madras, India.

                                       11


<PAGE>

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     As permitted by Utah Statutes,  the Company may indemnify its directors and
officers  against  expenses and  liabilities  they incur to defend,  settle,  or
satisfy any civil or criminal  action  brought  against them on account of their
being or having been Company  directors or officers unless,  in any such action,
they are  adjudged to have acted with gross  negligence  or willful  misconduct.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against public policy as expressed in that Act and is, therefore, unenforceable.

ITEM 10.          EXECUTIVE COMPENSATION
----------------------------------------------

     The Company accrued no  compensation  to the executive  officers as a group
for services  rendered to the Company in all  capacities  during the period from
inception to September  30, 2000.  No one  executive  officer  received,  or has
accrued for his benefit, in excess of $60,000 for the year. No cash bonuses were
or are to be paid to such persons.

     The Company does not have any employee incentive stock option plans.

     There are no plans pursuant to which cash or non-cash compensation was paid
or  distributed  during  the last  fiscal  year,  or is  proposed  to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.


                                       12
<PAGE>
<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------


                                          Annual Compensation                                 Awards
<S>                       <C>        <C>          <C>         <C>                     <C>              <C>

Name &                    Year       Salary       Bonus       Other Annual            Restricted       Securities
Principal Position                   ($)          ($)         Compensation            Stock            Underlying
                                                              ($)                     Award(s)         Options/
                                                                                      ($)              SARS (#)
------------------------------------------------------------------------------------------------------------------------
Scott A.  Deitler,        1998       0            0           0                       0                0
President                 1999       0            0           0                       0                0
                          2000       0            0           0                       0                0

Wesley F. Whiting,        1998       0            0           0                       0                0
Secretary & Treasurer     1999       0            0           0                       0                0
                          2000       0            0           0                       0                0



</TABLE>

                                              Directors' Compensation

<TABLE>
<CAPTION>
<S>                                      <C>            <C>            <C>               <C>           <C>
Name                                     Annual         Meeting        Consulting        Number        Number of
                                         Retainer       Fees ($)       Fees/Other        of            Securities
                                         Fee($)                        Fees ($)          Shares        Underlying
                                                                                         (#)           Options
                                                                                                       SARS (#)
----------------------------------------------------------------------------------------------------------------------------
A. Director, Scott A. Deitler            0              0              0                 0             0
B. Director, Wesley F. Whiting           0              0              0                 0             0


</TABLE>

     Option/SAR Grants Table (None)

     Aggregated  Option/SAR  Exercises in Last Fiscal Year an FY-End  Option/SAR
value (None)

     Long Term Incentive Plans - Awards in Last Fiscal Year (None)

     No officer or director has received any other  remuneration in the two year
period  prior to the  filing of this Form  10-KT.  There is no  current  plan in
existence,  to pay or accrue  compensation  to its  officers and  directors  for
services  related to seeking business  opportunities  and completing a merger or
acquisition  transaction.  See "Certain Relationships and Related Transactions."
The Company has no stock option, retirement, pension, or profit-sharing programs
for the  benefit of  directors,  officers or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.


                                       13
<PAGE>

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

     The following table sets forth, at September 30, 2000, the number of shares
of  common  stock  owned of  record  and  beneficially  by  executive  officers,
directors and persons who hold 5.0% or more of the  outstanding  common stock of
the Company.  Also  included are the shares held by all  executive  officers and
directors as a group.


SHAREHOLDERS/                      NUMBER OF SHARES                    OWNERSHIP
BENEFICIAL OWNERS                                                     PERCENTAGE
-------------------                ------------------                 ----------
Scott Deitler                            100,000                      10%
President and Director
P.O. Box 1467
Boulder, CO 80306

Wesley F. Whiting
Secretary & Treasurer                          0                       0%
5855 Parfet Street
Arvada, CO  80002

Lawrence Deitler                         400,000                      40%
2724 Irma Lake Dr.
West Palm Beach, FL 33411

Susan J. Cornman                         500,000                      50%
10200 W. 44th Ave., #400
Wheat Ridge, CO  80033

All directors and executive              100,000*                     10%
officers as a group (2 persons)


* All shares were purchased by DNAPrint  genomics,  Inc. and retired to treasury
as part of the merger with DNAPrint genomics, Inc.


                                       14
<PAGE>

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------------------------

     During  February  2000,  the Company  issued for cash 500,000 shares of its
$.001 par value common stock to a private investor.  The Company also issued for
cash 500,000 shares of its $.001 par value common stock to its president and the
father of its president.  Certificates evidencing the common stock issued by the
Company to these  persons have all been stamped with a restrictive  legend,  and
are subject to stop transfer orders by the Company.  For additional  information
concerning  restrictions  that are imposed upon the  securities  held by current
stockholders,  and the  responsibilities  of such  stockholders  to comply  with
federal  securities  laws in the  disposition  of such common  stock,  see "Risk
Factors - Rule 144 Sales."

     As of October 13, 2000,  DNAPrint  purchased all 500,000  shares issued and
outstanding  concurrent with surrender and  cancellation of 500,000 shares owned
by Susan J. Cornman.  S.D.E.  Holdings 1 Inc. became a wholly owned  subsidiary,
and the shares were retired in the merger between  DNAPrint  genomics,  Inc. and
its wholly owned subsidiary, S.D.E. Holdings 1 Inc.


                                     PART IV


ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------------------

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:
          None

     2.   Exhibits:
          None


                                       15

<PAGE>
                                INDEX TO EXHIBITS

                                                      Form 10-KT
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1               Articles of Incorporation           *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #0-30119

3.2               Bylaws                              *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #0-30119

27.1              Financial Data Schedule             EX-27.1



                                       16

<PAGE>

                                   SIGNATURES:
                                   -----------

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

DATED:  November 17, 2000


                                       DNAPrint genomics, Inc.


                               By:    /s/Carl L. Smith
                                       ---------------------------
                                          Carl L. Smith, President


                                BY:   /s/Matthew A. Veal
                                       --------------------------------
                                         Matthew A. Veal, Director

                                      /s/O. Howard Davidsmeyer
                                       --------------------------------
                                         O. Howard Davidsmeyer, Director

                                       17

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS
                        PERIOD ENDED SEPTEMBER 30, 2000

                                                                       PAGE

Independent Auditors' Report                                            F-2

Financial Statements:

     Balance Sheet                                                      F-3

     Statements of Operations                                           F-4

     Statement of Changes in Stockholders' Equity (Deficit)             F-5

     Statements of Cash Flows                                           F-6

Notes to Financial Statements                                           F-7



                                      F-1

<PAGE>
                                                                A.J. ROBBINS, PC
                                                    Certified Public Accountants
                                                                 and Consultants


                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
S.D.E. HOLDINGS 1 INC.
BOULDER, COLORADO

We have  audited the  accompanying  balance  sheet of S.D.E.  Holdings 1 Inc. (a
development stage company) as of September 30, 2000, and the related  statements
of operations, changes in stockholders' equity (deficit), and cash flows for the
period from January 19, 2000  (inception) to February 29, 2000 and for the seven
months  ended   September  30,  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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of S.D.E.  Holdings 1 Inc. as of
September 30, 2000, and the results of its operations and its cash flows for the
period from January 19, 2000  (inception) to February 29, 2000 and for the seven
months  ended  September  30,  2000,  in  conformity  with  generally   accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  is in the  development  stage  and has not
commenced  operations.  Its ability to continue as a going  concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with another company and ultimately achieve profitable operations.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/A.J. Robbins

DENVER, COLORADO
OCTOBER 2, 2000

               3033 East 1st Avenue, Suite #201, Denver, CO 80206
                        - 303-321-1281 Fax 303-321-1288

                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                             S.D.E. HOLDINGS 1 INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

<S>                                                                                              <C>
                                                                                                   SEPTEMBER 30,
                                                                                                        2000
                                                                                                 ------------------

                                     ASSETS

CURRENT ASSETS, CASH                                                                             $            1,488
                                                                                                 ==================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES, PAYABLE TO RELATED PARTIES                                                  $            2,220
                                                                                                 ------------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):

     Common stock, $.001 par value, 25,000,000 shares                                                         1,000
     authorized, 1,000,000 shares issued and outstanding
     (Deficit) accumulated during the development stage                                                      (1,732)
                                                                                                 ------------------

                  Total Stockholders' Equity (Deficit)                                                         (732)
                                                                                                 ------------------

                                                                                                 $            1,488
                                                                                                 ==================


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             S.D.E. HOLDINGS 1 INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<S>                                                                      <C>                  <C>                   <C>
                                                                                                                    CUMULATIVE
                                                                                               FOR THE PERIOD          FROM
                                                                                                    FROM            JANUARY 19,
                                                                                                 JANUARY 19,           2000
                                                                            FOR THE SEVEN           2000            (INCEPTION)
                                                                            MONTHS ENDED       (INCEPTION) TO           TO
                                                                            SEPTEMBER 30,       FEBRUARY 29,        SEPTEMBER 30,
                                                                                 2000                2000              2000
                                                                         -----------------    -----------------        -----


REVENUE                                                                  $          -         $          -       $          -
                                                                         -----------------    -----------------  -----------------


EXPENSES:
     General and Administrative                                                      1,512                  220              1,732
                                                                         -----------------    -----------------  -----------------

                  Total Expenses                                                     1,512                  220              1,732
                                                                         -----------------    -----------------  -----------------

NET (LOSS)                                                               $          (1,512)   $            (220) $          (1,732)
                                                                         =================    =================  =================


NET (LOSS) PER COMMON SHARE - BASIC                                      $          *         $          *
                                                                         =================    =================


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                             1,000,000            1,000,000
                                                                         =================    =================

*Less than $(.01)


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-4

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             S.D.E. HOLDINGS 1 INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                FOR THE PERIOD FROM JANUARY 19, 2000 (INCEPTION)
                              TO FEBRUARY 29, 2000
                AND FOR THE SEVEN MONTHS ENDED SEPTEMBER 30, 2000
<S>                                  <C>                 <C>                <C>                <C>                 <C>
                                                                                                   (DEFICIT)
                                                                                                  ACCUMULATED
                                                                                  STOCK            DURING THE
                                                  COMMON STOCK                 SUBSCRIPTION       DEVELOPMENT
                                           SHARES              AMOUNT           RECEIVABLE             STAGE             TOTAL
                                     ----------------------------------------------------------------------------------------------
BALANCES, JANUARY 19, 2000                     -         $         -        $         -        $         -         $         -
   Issuance of stock on February            1,000,000               1,000               (800)            -                      200
   21, 2000, for $.001 per share
   NET (LOSS)                                  -                   -                  -                    (220)               (220)
                                     ----------------    ----------------   ----------------   ----------------    ----------------

BALANCES, FEBRUARY 29, 2000                 1,000,000               1,000               (800)              (220)                (20)

   Satisfaction of subscription                -                   -                     800             -                      800
     receivable
   NET (LOSS)                                  -                   -                  -                  (1,512)             (1,512)
                                     ----------------    ----------------   ----------------   ----------------    ----------------

BALANCES, SEPTEMBER 30, 2000                1,000,000    $          1,000   $         -        $         (1,732)   $           (732)
                                     ================    ================   ================   ================    ================




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-5

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             S.D.E. HOLDINGS 1 INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<S>                                                                      <C>                     <C>                  <C>
                                                                                                                         CUMULATIVE
                                                                                                  FOR THE PERIOD             FROM
                                                                                                       FROM              JANUARY 19,
                                                                                                    JANUARY 19,              2000
                                                                             FOR THE SEVEN             2000              (INCEPTION)
                                                                             MONTHS ENDED         (INCEPTION) TO              TO
                                                                             SEPTEMBER 30,         FEBRUARY 29,        SEPTEMBER 30,
                                                                                  2000                 2000                   2000
                                                                          -----------------     -----------------     ------------


CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

     Net (loss) from operations                                           $          (1,512)    $            (220)    $      (1,732)
     Adjustments to reconcile net (loss) to net cash provided (used)
       by operating activities:
        Changes in:
         Payable to related parties                                                   2,200                    20             2,220
                                                                          -----------------     -----------------     --------------
              Net Cash Provided (Used) by Operating Activities                          688                  (200)              488
                                                                          -----------------     -----------------     --------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

     Collection of subscription receivable                                              800                -                    800
     Common stock issued for cash                                                    -                        200               200
                                                                          -----------------     -----------------     --------------
              Net Cash Provided by Financing Activities                                 800                   200             1,000
                                                                          -----------------     -----------------     --------------

NET INCREASE (DECREASE) IN CASH                                                       1,488                -                  1,488

CASH, beginning of period                                                            -                     -                     -
                                                                          -----------------     -----------------     --------------
CASH, end of period                                                       $           1,488     $          -          $       1,488
                                                                          =================     =================     ==============




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-6

</TABLE>
<PAGE>
                             S.D.E. HOLDINGS 1 INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

S.D.E. Holdings 1 Inc. (the Company), a development stage company, was organized
under the laws of the State of Nevada on January 19, 2000. The Company is in the
development stage as defined in Financial  Accounting  Standards Board Statement
No. 7. The fiscal year end is the last day of February.

GOING CONCERN AND PLAN OF OPERATION

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company  is in the
development stage and has not earned any revenues from operations to date.

The Company is currently devoting its efforts to locating merger candidates. The
Company's  ability to continue as a going concern is dependent  upon its ability
to develop  additional  sources of  capital,  locate and  complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

CASH

Cash and cash equivalents consists primarily of cash on hand and cash in banks.

INCOME TAXES

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income  taxes are  recorded to reflect the tax  consequences  in future years of
temporary  differences  between the tax basis of the assets and  liabilities and
their financial amounts at year end.

For federal  income tax  purposes,  substantially  all expenses must be deferred
until the Company commences  business and then they may be written off over a 60
month  period.  Therefore,  $1,732 of net losses  incurred  in the  period  from
January 19, 2000  (inception)  to September  30, 2000 have not been deducted for
tax  purposes  and  represent a deferred  tax asset.  The Company is providing a
valuation  allowance in the full amount of the deferred tax asset since there is
no assurance of future  taxable  income.  Tax  deductible  losses can be carried
forward for 20 years until utilized.

                                      F-7
<PAGE>
                             S.D.E. HOLDINGS 1 INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

EARNINGS (LOSS) PER COMMON SHARE

During 1997 the Financial  Accounting  Standard Board (FASB) issued Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share" (SFAS 128). SFAS
128 replaced the  calculation  of primary and fully  diluted  earnings per share
with basic and diluted  earnings  per share.  Basic  earnings  (loss) per common
share is  computed  based  upon the  weighted  average  number of common  shares
outstanding  during the  period.  Diluted  earnings  per share  consists  of the
weighted  average number of common shares  outstanding plus the dilutive effects
of options and warrants  calculated  using the treasury  stock  method.  In loss
periods,  dilutive common  equivalent shares are excluded as the effect would be
anti-dilutive.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates and assumptions.

NOTE 2 - STOCKHOLDERS' EQUITY

During  February  2000,  the  Company  issued for cash and a stock  subscription
receivable  500,000  shares of its $.001  par  value  common  stock to a private
investor.  The Company also issued for cash and a stock subscription  receivable
500,000  shares of its $.001 par value  common  stock to its  president  and the
father of its president.

In March 2000 the stock subscription receivables were paid in full.

In  September  1990 the Company  entered  into an  agreement to sell 100% of the
Company's  outstanding  common  stock  for  $150,000;  simultaneously,   500,000
outstanding shares were retired.

NOTE 3 - PAYABLE TO RELATED PARTIES

The Company received advances of $2,200 from stockholders in March 2000.

                                      F-8