U. S. Securities and Exchange Commission
                             Washington, D. C. 20549


                                  Form 10-KSB

                                  (Mark One)
              [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES ACT OF 1934


                       For the year ended December 31, 2000
                                          -----------------

                                     OR

            [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 0-27520


                            SDC International, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


           Delaware                                          75-2583767
-------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


             777 S. Flagler  8th Floor West
             W. Palm Beach, Florida                  33401
             ------------------------------        ----------
                 (Address of principal             (Zip code)
                   executive offices)


                    Issuer's telephone number (561) 882-9300
                                              --------------


             Securities registered under Section 12(b) of the Act:

                                      None


            Securities registered under Section 12(g) of the Act:


                         Common Stock, Par value $0.001
                                (Title of class)


<PAGE>



Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 5(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that registration was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
					Yes [X]    No [ ]

Check if no disclosure of delinquent filers in response 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. [  ]

The aggregate market value of the voting stock on December 31, 2000
(consisting of Common Stock, $0.001 par value per share) held by non-
affiliates was approximately $4,824,612 based upon the average bid and asked
prices for such Common Stock on said date ($0.75), as reported by a market
maker.  On such date, there were 10,881,703 shares of the Registrant's Common
Stock outstanding.



<PAGE>    2



Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

SDC International, Inc., (hereinafter referred to as the "Company") is a
Delaware corporation formed in June, 1994 to market, sell, and finance Eastern
and Central European industrial products such as diesel generators, co-
generation equipment, electric metering systems, on/off-road trucks, tractors,
and transport equipment such as buses, trolleys, trams, and airfreight
containers.  Because of a lack of working capital condition within the
manufacturers of such equipment, the products could not be delivered in an
acceptable time period to the customers of the Company.  Therefore, in 1998,
the Company redirected its efforts toward identifying and acquiring
manufacturers of such products, provided that the quality and global market
potential was deemed significant by the Company.  Presently, the Company is
working to acquire such manufacturing companies.

The Company has acted as an exclusive distributor of Skoda Diesel engines in
North, South and Central America, under an exclusive license from Skoda
Diesel, now known as Diesel International, a.s., ("Diesel").  Diesel products
are principally piston combustion diesel, gas, and bio-gas engines whose
applications include locomotive and stationary engines for the generation and
co-generation of electric power and complete energy for a variety of purposes.
In April 1997, the Company acquired by merger the Panamanian company
representing Tatra, a Czech truck manufacturer with ISO certification, to
market and sell Tatra products in South and Central America.  In 1998, the
Company executed letters of intent and agreements to purchase Tatra, a.s.
However, due to changes within the organization of the seller of Tatra, which
were beyond the control of the Company, the transaction has not been
consummated, and the Company continues its efforts toward the Tatra
acquisition.  Tatra is a Czech manufacturer of on/off-road heavy duty trucks.
The factory was founded in 1850 and in 1898 the first truck was manufactured.
The factory continued development and innovations of its vehicle and today
produces a truck with the an air cooled diesel engine and a solid central
backbone tube with swing half axles, both features being unique features of
the Tatra truck.  Tatra has ISO 9001 certification and Tatra trucks meet all
Euro II regulations.

Through its direct involvement in Central and Eastern Europe, the Company has
learned that most manufacturing companies within this geographic/political
area with whom the Company wishes to transact its business have a shortage of
marketing skills and financial capability.  Therefore, the Company has
determined that it should take an internal position within its targeted
manufacturing companies to assure better financial capability and marketing
skills.  This planned activity may be as a joint venture with or an
acquisition of such manufacturing companies.

The Company has recently reactivated its efforts toward acquiring a majority
interest in Czech aircraft manufacturer, Moravan, a.s. During 1999, the
Company had executed an agreement providing for the Company's acquisition of a
majority of shares of Czech aircraft manufacturer, Moravan, a.s.  The
agreement, providing for the issuance of additional shares of Moravan equal to
fifty-five percent of the subsequent outstanding shares, had been approved by
the Company's board and by the shareholders of Moravan, a.s.  Under Czech law,
such an increase of shares must be registered by the Commercial Court to be


<PAGE>    3


effective, a process which can take an extended period of time and towards
which any third parties may object.  There were objections and there has been
no registration in the Commercial Court.  Until such time that the objections
are settled and the Commercial Court registers the new shares, there is no
closing of the acquisition. During the first half of year 2000, the Company
had executed a Confidentiality Agreement with Investicni A Postovni Banka,
which is the creditor bank to Moravan and which was the party in the Czech
Commercial Court which objected to the Moravan share increase attempted by the
Company during 1999.  The Agreement provided for the negotiation of the
Company's possible acquisition of the Moravan debt held by the bank.  In June,
2000, the Czech government took control of Investicni A Postovni Banka (IPB)
and shortly afterwards transferred ownership of its assets to Ceskoslovenska
Obchodni Banka (CSOB), which is the primary Czech depository bank for the
Company (SDC).  During the quarter ending December 31, 2000, management began
new discussions with CSOB as the successor to IPB towards the Company's plan
to purchase the debt and shares of Moravan from CSOB.  The Company believes
that a favorable conclusion can be attained for the acquisition of the shares
and bank debt of Moravan now held by CSOB.  The Company has no substantive
funds or capital at risk until and unless such an acquisition occurs.

During the last quarter of 1999, the Czech government-owned Konsolidacni Bank
took over ownership of and the process of disposing of Tatra.  During the
first quarter of 2000, Konsolidacni Banka engaged the Czech Revitalization
Agency, a subsidiary of the Konsolidacni Banka, to perform the process of
selling Tatra.  A Confidential Memorandum was sent to the Company regarding
the proposed sale, a Confidentiality Agreement was signed, and discussions
have subsequently begun with various parties in the Czech Republic which are
connected with Tatra and its sale process.  In accordance to the requirements
of the Memorandum, on June 12, 2000, the Company submitted its letter
requesting negotiations with the Revitalization Agency to begin for the
Company's proposed acquisition of Tatra.

The Company, represented by Chairman Ronald Adams, President Milota Srkal, and
strategic Board Advisor General Alexander Haig, met in Prague, Czech Republic,
with Prime Minister Milos Zeman, Deputy Minster of Finance Mladek, Deputy
Minister of Foreign Affairs Hynek Kmonicek, Minister of Defense Jan Vetchy,
and Chairman of Konsolidacni Banka Ziegler.  During the meetings, the Company
discussed its plans for Tatra and expressed its determination to acquire the
ownership of Tatra as is being offered by Konsolidacni Banka and the
Revitalization Agency.

During June, 2000, in preparation for the planned acquisition of Tatra, the
Company hired Mr. Henry Keifer to become its General Manager and Vice Chairman
of the Board of Tatra, a.s., subject to the closing of such an acquisition.
His career includes positions as Managing Director of PACCAR Australia,
President and Managing Director of PACCAR U.K., and General Manager of
Kenworth Truck.  His foreign experience includes six years in England, three
years in Russia, and two years in Australia.

In the last quarter of year 2000, the Company established a strategic
shareholder relationship with Terex Corporation.  Providing SDC is successful
in acquiring Tatra, the Company would utilize Terex's extensive global network


<PAGE>    4


for Tatra's distribution.  Terex, with over 2 billion dollars in annual
revenues, has a worldwide network of dealers in over 1000 locations within
more than 60 countries.  Additionally,  Tatra could introduce Terex products
in areas where Tatra has been a prevalent supplier, such as Russia, India, and
China.

In compliance with the request of the Revitalization Agency of the Czech
Republic, on  August 28, 2000, the Company submitted its offer to acquire
Tatra, a.s.  As the sale process moves forward, there have been, and continue
to be, numerous meetings with the Revitalization Agency regarding the
Company's offer.  The Company's due diligence is being updated during the
first half of 2001, and the Company believes the sale process should be
concluded during the summer of 2001.  Management believes that the Company has
a reasonable chance of acquiring ownership of Tatra.  However, as the Company
has executed a Confidentiality Agreement with the Revitalization Agency, until
the negotiations are concluded, either by termination or by execution of a
purchase agreement, the Company cannot and will not publicly disclose any
information regarding such matters.

There can be no assurances that any of the matters discussed above will come
to fruition or will result in positive results for the Company.


Tatra, a.s.
-----------

The Company is the exclusive distributor for Tatra vehicles, accessories and
spare parts for Colombia with the right of first refusal to become the
exclusive distributor for other countries of South and Central America.  The
Company became the exclusive distributor for Tatra through the merger into the
Company of Golden Grove Business, Inc.

On May 18, 1995, Golden Grove Business, Inc., ("GGB") executed an agreement
with Tatra to become an exclusive distributor of Tatra vehicles, accessories
and spare parts in Colombia with the right of first refusal to become the
exclusive distributor for other countries in Central and South America.  In
the beginning of 1997, GGB and the Company entered into an agreement providing
for the merger of GGB into the Company.  The merger closed on April 24, 1997.

Tatra, a.s., is a Czech manufacturer of on/off-road heavy duty trucks.  The
factory was founded in 1850 and in 1898 the first truck carrying 2.5 tons of
payload was manufactured.  The factory continued development and innovations
of its vehicle and today produces a truck with the an air cooled diesel engine
and a solid central backbone tube with swing half axles, both features being
unique features of the Tatra truck.  The Tatra design enables quicker passage
over rough terrain with significantly less vibration than that from more
orthodox designs.  The swing half axles together with the central backbone
tube system create a stable base for a superstructure resistant to side
oscillation.  The trucks are offered in 4 by 4, 6 by 6, and 8 by 8
configurations with a turbocharged eight cylinder diesel engine with air-to-
air intercooler.  The transmission is mechanical with a pneumatic gear shift
booster, ten forward and two reverse speeds of the Tatra design.  Tatra has
ISO 9000 certification and Tatra trucks meet all EURO II regulations.


<PAGE>    5


During Tatra's peak production years of the 1980's and early 1990's, the
factory produced over 17,000 vehicles per year.  In 1998, Tatra produced about
2,800 vehicles, which is an increase from the lowest production year of 1995
when 2,000 trucks were produced.  Historically, Tatra sold their products
domestically and exported to China, the former Soviet Union, and Europe.  The
decrease in sales was attributed to the downturn in the economy and
essentially lower demand for new trucks in the former Soviet Union and Eastern
Europe, all due to the fall of the state's Communist economy and political
system.

The Tatra factory has been struggling with a lack of operating capital for
several years and was burdened with bank credits of more than US$120,000,000.
These bank credits were converted into equity during June, 2000.  Tatra
revenues in 2000 were approximately US$200,000,000 compared to US$172,000,000
in 1999.  Tatra reported a profit of approximately US$6,000,000 for 2000
compared to a loss of approximately US$20,000,000 for 1999.  This financial
situation and lack of adequate working capital is similar to that of most
other East European manufacturers who have had to reorganize to market their
products to new markets and customers after the disintegration of the
Communist economic system.  The Company was not able to maintain a sales and
marketing program in South America due to the fact that Tatra was unable to
process orders unless the customer prepaid a large portion of the purchase
price and was willing to wait up to six months for delivery because the Tatra
factory first needed the prepaid funds from orders before obtaining components
for producing the trucks ordered.  These two circumstances made the Tatra
product not competitive in the South American marketplace.


Skobol, s.a. - Bolivia
----------------------

During the final quarter of fiscal 1997, the Company executed an acquisition
agreement with Czech trading company Motokov International which provided for
the Company's acquisition of the Motokov subsidiary in Bolivia, Skobol, s.a.
Skobol is a thirty-eight year old distributor of Czech products within
Bolivia, and the Company planned to use this subsidiary as its base to expand
throughout that region of South America with the other Czech products offered
by the Company.  The acquisition closed effective September 30, 1997.  During
1999, management reevaluated its Bolivian subsidiary and determined that
disposal of the subsidiary should be planned by the Company.  In June 2000,
the Company disposed of this subsidiary.


General
-------

In the case of purchase and resale of manufactured products, the Company would
be dependent upon foreign suppliers for its products.  As such, the Company
faces risk of the inability to obtain products in the event of production
problems at these suppliers due to labor problems, governmental regulations,


<PAGE>    6


working capital deficiencies, political unrest and other problems which may
result in the inability of these suppliers to fulfill orders of the Company
and over which the Company has no control.  In the event these suppliers were
unable to fulfill the Company's orders, it might have to suspend its business
until such supply problems were corrected by the supplier or until alternative
suppliers were located, none of which can be assured.  Additionally, although
the Company pays its suppliers in U.S. Dollars, currency fluctuations may
adversely affect the prices charged by the Company.  The Company's sales are
made in U.S. Dollars but currency fluctuations may make its prices non-
competitive to its customers.  Due to the Company's newer focus on joint
venture or acquisition projects with such manufacturers, the Company is
dependent upon joint venture or acquisition agreements being executed, and the
ability of the Company to complete satisfactory due diligence, convert
financial information to United States Generally Accepted Accounting
Principles, and arrange financing for any such transactions deemed appropriate
for the Company.  Additionally, there is also the potential for political
instability in the foreign governments of countries in which the Company
conducts its business, which may result in a loss of the Company's assets
located there.



Item 2.  DESCRIPTION OF PROPERTY
         -----------------------

The Company has its primary offices at 777 S. Flagler, 8th Floor West, W. Palm
Beach, FL 33401, where corporate, sales and marketing functions are performed.
The offices are inside a twelve story facility owned by an unrelated party.
The Company also rents office space from its Chairman on a month to month
basis. The Company, through its subsidiary, SDC Prague, s.r.o., leases an
office at Vaclavske nam. 66, Prague, Czech Republic, for its activities in the
Czech Republic. The annual office rental payments of the company total
approximately $45,000, and are on a month to month basis.

The Company believes that its existing offices and related facilities are
adequate for the foreseeable future and that, depending on additional products
and sales, similar and/or additional offices and locations can be acquired on
reasonable terms.


Item 3.   LEGAL PROCEEDINGS
          -----------------

          None


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

On November 13, 2000, the holders of 55% of the outstanding shares of the
Company's common stock executed a written consent adopting a charter amendment
which provided for the increase in the number of authorized shares of common
stock, par value $0.001 of the Company from 10,000,000 shares to 25,000,000
shares, and provided for authorizing of 25,000,000 shares of preferred stock,
par value $0.001, which may be issued in one or more series, with such rights,
preferences, privileges and restrictions as shall be fixed by the Company's


<PAGE>    7


Board of Directors from time to time.  Pursuant to rules and regulations
promulgated by the Securities and Exchange Commission, an information
statement was sent to all holders of record on November 13, 2000.

There were no other matters submitted to a vote of the security holders during
its fiscal years ending December 31, 2000 or December 31, 1999.



                            PART II
                            -------

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
          --------------------------------------------------------

The Company's Common Stock was approved on July 29, 1996 by the National
Association of Securities Dealers (NASD) for trading on the Over-the-Counter
Bulletin Board system.  The following table sets forth representative high
closing ask and low closing bid quotes as reported by a market maker, during
the period from January 1, 2000 through December 31, 2000.  Bid quotations
reflect prices between dealers, do not include resale mark-ups, mark-downs or
other fees or commissions, and does not necessarily represent actual
transactions.

<TABLE>
<CAPTION>

    Calendar period                      Low bid            High ask
    ---------------                      -------            --------
<S>                                      <C>                <C>
January, 2000 - March, 2000               1.25               2.125
April, 2000 - June, 2000                  0.625              1.3125
July, 2000 - September, 2000              0.6875             2.625
October, 2000 - December, 2000            0.50               1.53125

</TABLE>


As of December 31, 2000, there were approximately 1100 holders of record of
the Company's Common Stock.  As of December 31, 2000, the number of shares of
Common Stock outstanding of the Company was 10,881,703.

The Company has paid no dividends and has no present plan to pay dividends.
Payment of future dividends will be determined from time to time by its board
of directors, based upon its future earnings (if any), financial condition,
capital requirements and other factors.  The Company is not presently subject
to any contractual or similar restriction on its present or future ability to
pay such dividends.



Item 6.   MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
          ----------------------------------------------------------------

SDC International, Inc., (hereinafter referred to as the "Company") is a
Delaware corporation formed in June, 1994 to market, sell, and finance Eastern
and Central European industrial products such as diesel generators, co-


<PAGE>    8


generation equipment, electric metering systems, on/off-road trucks, tractors,
and transport equipment such as buses, trolleys, trams, and airfreight
containers.  Because of a lack of working capital condition within the
manufacturers of such equipment, the products could not be delivered in an
acceptable time period to the customers of the Company.

Through its direct involvement in Central and Eastern Europe, the Company has
learned that most manufacturing companies within this geographic/political
area with whom the Company wishes to transact its business have a shortage of
marketing skills and financial capability.  Therefore, the Company has
determined that it should take an internal position within its targeted
manufacturing companies to assure better financial capability and marketing
skills.  This planned activity may be as a joint venture with or an
acquisition of such manufacturing companies.

In April 1997, the Company acquired by merger the Panamanian company
representing Tatra, a Czech truck manufacturer with ISO certification, to
market and sell Tatra products in South and Central America.  In 1998, the
Company executed letters of intent and agreements to purchase Tatra, a.s.
However, due to changes within the organization of the seller of Tatra, which
were beyond the control of the Company, the transaction has not been
consummated, and the Company continues its efforts toward the Tatra
acquisition.  Tatra is a Czech manufacturer of on/off-road heavy duty trucks.
The factory was founded in 1850 and in 1898 the first truck was manufactured.
The factory continued development and innovations of its vehicle and today
produces a truck with the an air cooled diesel engine and a solid central
backbone tube with swing half axles, both features being unique features of
the Tatra truck.  Tatra has ISO 9001 certification and Tatra trucks meet all
Euro II regulations.

During the last quarter of 1999, the Czech government-owned Konsolidacni Bank
took over ownership of and the process of disposing of Tatra.  During the
first quarter of 2000, Konsolidacni Banka engaged the Czech Revitalization
Agency, a subsidiary if the Konsolidacni Banka, to perform the process of
selling Tatra.  A Confidential Memorandum was sent to the Company regarding
the proposed sale, a Confidentiality Agreement was signed, and discussions
have subsequently begun with various parties in the Czech Republic which are
connected with Tatra and its sale process.  In accordance to the requirements
of the Memorandum, on June 12, 2000, the Company submitted its letter
requesting negotiations with the Revitalization Agency to begin for the
Company's proposed acquisition of Tatra.

During June, 2000, in preparation for the planned acquisition of Tatra, the
Company hired Mr. Henry Keifer to become its General Manager and Vice Chairman
of the Board of Tatra, a.s., subject to the closing of such an acquisition.
His career includes positions as Managing Director of PACCAR Australia,
President and Managing Director of PACCAR U.K., and General Manager of
Kenworth Truck.  His foreign experience includes six years in England, three
years in Russia, and two years in Australia.

In the last quarter of year 2000, the Company established a strategic
shareholder  relationship with Terex Corporation.  Providing SDC is successful
in acquiring Tatra, the Company would utilize Terex's extensive global network
for Tatra's distribution.  Terex, with over 2 billion dollars in annual


<PAGE>   9


revenues, has a worldwide network of dealers in over 1000 locations within
more than 60 countries.  Additionally,  Tatra could introduce Terex products
in areas where Tatra has been a prevalent supplier, such as Russia, India, and
China.

In compliance with the request of the Revitalization Agency of the Czech
Republic, on August 28, 2000, the Company submitted its offer to acquire
Tatra, a.s.  As the sale process moves forward, there have been, and continue
to be, numerous meetings with the Revitalization Agency regarding the
Company's offer.  The Company's due diligence is being updated during the
first half of 2001, and the Company believes the sale process should be
concluded during the summer of 2001.  Management believes that the Company has
a reasonable chance of acquiring ownership of Tatra.  However, as the Company
has executed a Confidentiality Agreement with the Revitalization Agency, until
the negotiations are concluded, either by termination or by execution of a
purchase agreement, the Company cannot and will not publicly disclose any
information regarding such matters.

There can be no assurances that any of the matters discussed above will come
to fruition or will result in positive results for the Company.


RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 AS COMPARED TO THE
YEAR ENDED DECEMBER 31, 1999

The Company has devoted substantial amounts of its time and effort to
negotiating the acquisition of Tatra, a. s., and arranging strategic alliances
related to Tatra rather than devoting its time to beginning its marketing and
sales development.  Therefore, the Company's revenues to date are primarily
the result of orders received by the Company rather than the result of
marketing efforts by the Company. The Company records revenue when products
are shipped.  During the year ended December 31, 2000, the Company recorded
revenue of $70,240.

Operating expenses for the year ended December 31, 2000, were $1,338,458
compared to  $3,206,696 in the year ended December 31, 1999.  The Company's
net loss of $1,851,782 for the year ended December 31, 2000, compared to a net
loss of $4,781,580 for the year ended December 31, 1999, includes certain non-
cash charges as follows:

<TABLE>
<CAPTION>

                                       Year 2000       Year 1999
                                      -----------     -----------
<S>                                   <C>             <C>
   Depreciation and amortization      $   387,352     $ 1,384,521
   Expenses paid by issuance of
     common stock                         235,028       2,110,679
                                      -----------     -----------
   TOTAL NON-CASH CHARGES             $   622,380     $ 3,495,200

</TABLE>

Accordingly, the Company's year end cash loss before the above charges
amounted to approximately $1,229,402 in 2000 and $1,286,380 in 1999.



<PAGE>    10


LIQUIDITY AND CAPITAL RESOURCES

At the end of December 2000, the Company had a net working capital deficiency
of $591,040 compared to a net working capital deficiency of $1,062,893 at the
end of December 1999.  However, certain of the current liabilities are owed to
Company shareholders (see Financial Statement Note G[2]).  Therefore, if these
liabilities were considered long term rather than current, the Company would
have a positive net working capital of $59,005.  Net cash used for the
Company's operating activities for the year ended December 31, 2000 amounted
to $1,208,711, whereas the net cash used for operating activities for the year
ended December 31, 1999 amounted to $720,724.  Net cash provided by financing
activities in the year ended December 31, 2000 was $1,012,851 compared to
$850,677 for the year ended December 31, 1999.  Total cash at December 31,
2000 was $56,276 compared to $170,893 at December 31, 1999.

Management is evaluating its current and projected cash needs to determine if
its current financial situation will be sufficient to meet such needs.  If the
Company continues according to its present plans and without modification, the
Company will be required to obtain additional financing or equity capital.
Management is actively exploring possible sources of additional capital and is
reviewing possible methods to obtain such additional capital, as needed.
There is no assurance that such financing or capital will be available at the
time when such capital may be needed.  Upon founding the Company in 1994,
10,000,000 shares of common stock of the Company were authorized.  In
December, 2000, the Company increased its authorized shares of common stock to
25,000,000 authorized and authorized 25,000,000 shares of preferred stock.
These authorizations were necessary in order to effect capitalization to be
applied for acquisition of targeted companies and companies which may be
targeted for acquisition in the future, according to the business plans of the
Company.

Negative cash flows from the Company's pursuit of acquisitions are anticipated
to continue until the Company has reached agreement, if any can be reached,
providing for an acquisition and then only if suitable financing of any such
acquisition is received by the Company. The Company acknowledges that there is
no assurance that it will be able to obtain suitable capital or financing at
the time of any such acquisition.  In the event the Company does not receive
additional capital, there could be a severe adverse impact on the Company's
future operations.

The Company's products are sold in US dollars and the Company does not believe
currency exchange rates or current inflation rates will have a significant
effect on sales or profitability.


Item 7.  FINANCIAL STATEMENTS
         --------------------

         Please see the attached Financial Statements


<PAGE>    11


Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE
         ------------------------------------------------

         None.



                            PART III
                            --------


Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
          ----------------------------------------------------------

The Directors, Executive Officers, Promoters, and Control Persons of the
Company, with a brief description, are as follows:

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

Ronald A. Adams        50      Chairman, Chief Executive Officer and
                               Director
Milota K. Srkal        55      President, Chief Operating Officer
                               and Director
Henry S. Green, Jr.    68      Secretary and Director


Directors Adams and Green were originally elected in 1994.  Director Srkal was
appointed  in 1998 to fill the vacancy of Jindrich Dolezal, former Chairman of
Skoda Diesel, a.s.  All directors hold office until the next annual meeting of
stockholders or until their successors are elected and qualify.  Vacancies on
the Board of Directors may be filled by the remaining directors.  Officers are
elected annually, and serve at the discretion of the Board of Directors.
There are no family relationships between or among any officers or directors
of the Company.

Ronald A. Adams is the Chairman, Chief Executive Officer and a Director of the
Company.  From 1986 through 1996, he served as President of Worth Capital
Group and as Financial Advisor to Double Seal Ring Company and, from 1994 to
1996, as Financial Advisor to Skoda Diesel, both entities being among the
founding shareholders of the Company.  For the 14 years prior to 1986, Mr.
Adams was Chief Executive Officer of Haltom Manufacturing Company, engaged in
manufacturing of corporate recognition items.  He attended the University of
Oklahoma and graduated from Texas Christian University, where he performed
post-graduate studies.  Mr. Adams devotes substantially all of his business
time to the Company.

Milota K. Srkal is the President, Chief Operating Officer and a Director of
the Company.  Mr. Srkal was President and Founder of GGB, the Tatra
distributor within certain countries of Central and South America which merged
into SDC in 1997.  Prior to founding GGB, Mr. Srkal was associated with
Frederic R. Harris, Inc., an international construction and management firm.
He served as its Senior Vice President until resigning to found GGB.  Mr.
Srkal devotes substantially all of his business time to the Company.


<PAGE>    12


Henry S. Green, Jr., is the Secretary of the Company.  Mr. Green is the
President of Double Seal Ring Company where he has been employed since 1955.
The company, founded in 1931, manufactures industrial piston rings as those
used in diesel and gas generating sets, which is the product of Skoda and the
Company.  He is a graduate of the Business Administration School at Oklahoma
State University and attended the United States Naval Command School.

During 1999, the Company established an Advisory Board which may advise the
Board of Directors, from time to time, on corporate matters.  These advisors
are not employees or officers of the Company.  Each of the Advisors is a
shareholder of the Company.  The Advisors appointed are as follows, with a
brief description of each:

General Alexander Haig, Jr. is a former White House Chief of Staff, the former
Allied Supreme Commander of NATO, the former President and CEO of United
Technologies, Inc., and served as United States Secretary of State under
President Ronald Reagan.  General Haig is, also, on the board of America On
Line, MGM Grand, and MGM United Artists.

Mr. Dennis K. Pawley, former Executive Vice President of DaimlerChrysler, an
SDC shareholder and Strategic Board Advisor, has 34 years' experience as an
executive with General Motors, Mazda and Chrysler. He recently resigned and
took early retirement as the Executive Vice President of Manufacturing and
Labor Relations at DaimlerChrysler, AG.

Mr. Richard Donnelly, who recently retired as President of General Motors
Europe, has joined SDC International's management team.  Mr. Donnelly had
responsibility for GM's vehicle business in Europe with annual revenues of $25
billion, 80,000 employees producing in 11 countries and selling 1.9 million
vehicles annually in 42 countries throughout Western, Central and Eastern
Europe.  He was Chairman of GM's European Strategy Board and has been a
Director of Saab (Sweden), Isuzu (Japan) and of ACEA, the European automobile
manufacturers association headquartered in Brussels.

Ronald Harbour, is President of Harbour and Associates, Inc., an SDC
shareholder and acquisition partner.  Harbour and Associates is a prominent
Detroit-based manufacturing and management firm specializing in improving
quality, productivity and profitability of car and truck manufacturing plants.
Their client list includes BMW, Ford Motor Company, DaimlerChrysler, General
Motors Corporation, Fiat, S.P.A., Nissan Motor Corporation, Toyota Motor
Corporation and many others.  Harbour is, also, the publisher of the "Harbour
Report", the recognized analysis report of manufacturing in the American
automotive industry and which is the industry benchmark for international
comparisons and analyses of productivity, capacity utilization and plant
profitability.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the SEC.  Officers, directors and greater than 10%


<PAGE>    13


shareholders are required by Exchange Act regulations to furnish the Company
with copies of all Section 16(a) forms they file.  Based solely on its review
of the copies of such forms received by it, or written representations from
certain reporting persons that no Form 5 was required for such persons, the
Company believes that, other than as disclosed below, during the fiscal year
ending December 31, 2000, all filing requirements applicable to officers,
directors and greater than 10% beneficial owners were complied with.


Item 10.  EXECUTIVE COMPENSATION
          ----------------------

The Company's Chairman and President both received compensation in the form of
management fees amounting to $156,000 each during the fiscal year 2000, plus
normal and reasonable automobile and medical insurance reimbursements.


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

The following table contains information as of December 31, 2000, as to the
number of Shares of Common Stock which is beneficially owned by (i) each
person or entity known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each person who is a Director of the Company, and
(iii) all persons as a group who are Directors and Officers of the Company,
and as to the percentage of the outstanding Shares held by said individuals or
entities. There is only one issued class of security of the Company, Common
Stock, as of December 31, 2000.

Title of Class:  Common Equity Shares

<TABLE>
<CAPTION>

                                       Number of Shares           Percentage of
Name                                       Owned (1)           Outstanding Shares (2)
----                                   ----------------        ------------------
<S>                                    <C>                     <C>

Ronald A. Adams (3)                         650,000                   5.97
777 S. Flagler  8th Floor West
W. Palm Beach, FL 33401

Milota K. Srkal (4)                         650,000                   5.97
777 S. Flagler  8th Floor West
W. Palm Beach, FL 33401

Henry S. Green, Jr. (5)                     402,000                   3.69
2065 Montgomery Street
Ft. Worth, TX 76107

Emanon Partners                           1,149,972                  10.57
c/o Schaenen Capital Management
200 Park Avenue   Suite 3900
New York, NY  10106


</TABLE>


<PAGE>    14


<TABLE>
<CAPTION>

Contd...
                                       Number of Shares           Percentage of
Name                                       Owned (1)           Outstanding Shares (2)
----                                   ----------------        ------------------
<S>                                    <C>                     <C>

Mayweather, BelAir, Paramour Group         852,193                    7.83
c/o SDC International
777 S. Flagler  8th Floor West
W. Palm Beach, FL 33401

Sam Eyde                                   744,722                    6.84
c/o SDC International
777 S. Flagler  8th Floor West
W. Palm Beach, FL 33401

All Officers and Directors               1,702,000                   15.64


</TABLE>

(1)  Except as otherwise indicated, the Company believes that the beneficial
     owners of Common Stock listed above, based on information furnished by
     such owners, have sole investment and voting power with respect to such
     shares, subject to community property laws where applicable. Beneficial
     ownership is determined in accordance with the rules of the Securities
     and Exchange Commission and generally includes voting or investment power
     with respect to securities.
(2)  These percentages are calculated on 10,881,703 outstanding shares of
     common stock as of December 31, 2000.
(3)  Chairman, Chief Executive Officer, Director; Includes shares in name of
     WCG Holdings, Inc., which is majority owned by Chairman of the Company,
     and family members.
(4)  President, Chief Operating Officer and Director.
(5)  Secretary and Director; Includes shares owned by Double Seal Ring Company,
     Inc., which is controlled by family of Secretary of the Company.


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------
In September 1994, the Company issued 1,400,000 shares of its Common Stock to
its founding shareholders.  Of the total 1,400,000 shares issued, 500,000 and
400,000 shares were issued to WCG Holdings, Inc. and Double Seal Ring Company,
Inc. and were valued at par value of $.001 per share.  Also during September
1994, pursuant to the founding shareholders' agreement, Skoda contributed
machinery and equipment with an independently certified appraised value of
$4,469,064 in exchange for 448,350 shares of the Company's common stock ($9.97
per share).  Additionally, effective April 21, 1994, the Company executed an
exclusive agency agreement with Skoda, pursuant to which the Company obtained
the right to act as Skoda's exclusive agent in North, Central and South
America, and as a non-exclusive agent throughout the remainder of the world.
In consideration of these rights, the Company issued 51,650 shares of its
common stock to Skoda Diesel, a.s. ($1.25 per share).

The Company has purchased items from Double Seal Ring Company, a shareholder,


<PAGE>    15


and has sold these items to non-related parties as well as to Skoda Diesel,
also a shareholder.  Such transactions were less than $50,000, and a gross
profit was made by the Company.  The Company believes that the costs and
prices for such transactions were the same as those which would be afforded to
non-related parties, and that all transactions were at arms-length.

The Company's Chairman has served as a Financial Advisor to Skoda Diesel and
Double Seal, and is a majority beneficial shareholder of WCG Holdings, Inc.
The Company's President served as the President of GGB, the Central and South
American distributor for Tatra, a.s., which the Company purchased by merger in
1997.  As of December 31, 2000, the Company owed the Chairman $18,672 and the
President $21,217. In addition, the Company leases its executive office on a
month to month basis from its Chief Executive Officer.  Rent expense under the
arrangement amounted to $24,000 during each of the years ended December 31,
2000 and 1999.


Item 13.  FINANCIAL STATEMENTS AND EXHIBITS
          ---------------------------------

         (a) Please see the attached Financial Statements

         (b) Exhibits: (filed with original and previous filings)

             (1)  (Articles) Certificate of Incorporation -
                  incorporated by reference into Exhibit 15 (b)(1)
                  on Registrant's Form 10SB file number 0-27520.

             (2)  By-Laws of the Company - incorporated by
                  reference into Exhibit 15 (b) (2) on Registrant's
                  Form 10SB file number 0-27520.

             (3)  Material Contracts

                  (a)  Shareholder Agreement - incorporated by
                       reference into Exhibit 15 (b) (4) (a) on
                       Registrant's Form 10SB file number 0-27520.
                       (i) "Expert's Opinion-
                           Certified Appraisal - incorporated by
                           reference into Exhibit 15 (b) (4) (a) (i)
                           on Registrant's Form 10SB file number 0-
                           27520.
                      (ii) Bill of Sale and Transfer - incorporated
                           by reference into Exhibit 15 (b) (4) (a)
                           (ii) on Registrant's Form 10SB file number
                           0-27520.

<PAGE>    16


                  (b)  Exclusive Agency Agreement - incorporated by
                       reference into Exhibit 15 (b) (4) (b) on
                       Registrant's Form 10SB file number 0-27520.

                  (c)  Agreement to Merge Golden Grove Business, Inc.
                       into SDC International, Inc., dated January
                       31, 1997 between SDC International, Inc., and
                       Golden Grove Business, Inc.

                  (d)  Exclusive Agency Agreement dated August 21,
                       1997, between Metall Kraft, s.r.o., and SDC
                       International, Inc.

                  (e)  Purchase and Sale Agreement dated 18th day of
                       November, 1997 between SDC International, Inc.
                       and Motokov International, joint stock company.

             (4)  Definitive Information Statement filed on December 5,
                  2000 by Registrant's Form 14C file number 0-27520.



<PAGE>    17

                                SIGNATURES
                                ----------

     Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Palm
Beach, Florida, on the 27th day of March, 2000.


                        SDC International, Inc.
                          (Registrant)


                        By:/s/Ronald A. Adams
                           Ronald A. Adams, Chairman


     Pursuant to the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the Registrant in
the capacities, on the dates indicated, and as representing a majority of
the Board of Directors.



Date:  03-09-01                         /s/Ronald A. Adams
                                        Ronald A. Adams, Director
                                        and Chairman (Principal
                                        Executive Officer and
                                        Principal Financial Officer)


Date:  03-09-01                        /s/Henry S. Green, Jr.
                                       Henry S. Green, Jr., Director







<PAGE>    18



INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders of
SDC International, Inc.
Palm Beach, Florida

We have audited the accompanying balance sheet of SDC International,
Inc. (the "Company") as of December 31, 2000 and the related
consolidated statements of operations, stockholders' deficiency and
cash flows for the years ended December 31, 2000 and 1999.  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 auditing standards
generally accepted in the United States of America.  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 audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements enumerated above present
fairly, in all material respects, the financial position of SDC
International, Inc. as of December 31, 2000, and the consolidated
results of its operations and its cash flows for the years ended
December 31, 2000 and 1999, in conformity with accounting principles
generally accepted in the United States of America.



Richard A. Eisner & Company, LLP

New York, New York
February 7, 2001



<PAGE>    F-1


SDC INTERNATIONAL, INC.


Balance Sheet
December 31, 2000

ASSETS
Current assets:
  Cash                                                          $      56,276
  Inventory                                                            10,906
  Note receivable - current portion,
    net of unrealized gain of $32,759                                  17,241
                                                                -------------
      Total current assets                                             84,423

Fixed assets, net                                                       3,553
Note receivable - noncurrent portion,
  net of unrealized gain of $65,519                                    34,481
                                                                -------------
                                                                $     122,457
                                                                =============
LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses                         $      25,418
  Due to related parties, including
  accrued interest of $81,373                                         650,045
                                                                -------------
Total current liabilities                                             675,463
                                                                -------------

Commitments (Note J)

STOCKHOLDERS' DEFICIENCY
Preferred stock $.001 par value,
  25,000,000 shares authorized,
  none issued and outstanding
Common stock $.001 par value,
  25,000,000 shares authorized,
  10,881,703 shares issued and outstanding                             10,881
Additional paid-in capital                                         17,618,993
Accumulated deficit                                               (18,182,880)
                                                                -------------
                                                                     (553,006)
                                                                -------------
                                                                $     122,457
                                                                =============
See notes to financial statements


<PAGE>   F-2


SDC INTERNATIONAL, INC.

<TABLE>
<CAPTION>

Consolidated Statements of Operations

                                                  Year Ended December 31,
                                               ------------------------------
                                                  2000               1999
                                               -----------       ------------
<S>                                            <C>               <C>

Sales                                          $    70,240       $    221,959
Cost of sales                                       79,078            245,716
                                               -----------       ------------
Gross loss                                          (8,838)           (23,757)

Expenses:
  Selling, general and administrative,
    including $235,028 and
    $2,110,679 paid by issuance of stock         1,338,458          3,155,721
  Loss on impairment of agency rights                                             50,975
                                               -----------       ------------
     Total expenses                              1,338,458          3,206,696
                                               -----------       ------------

Loss from operations before interest expense    (1,347,296)        (3,230,453)

Interest expense, net of interest income
  of $1,888 and $4,004, including
  amortization of debt discount of
  $385,752 and $1,344,698                          480,070          1,494,028
                                               -----------       ------------

Loss from continuing operations                 (1,827,366)        (4,724,481)

Discontinued operations:
  Loss from operations of discontinued
    subsidiary                                     (24,416)           (57,099)
                                               -----------       ------------
Net loss                                       $(1,851,782)      $ (4,781,580)
                                               ===========       ============
Per share - basic and diluted:
  Loss from continuing operations                $ (0.19)           $ (0.68)
  Loss from discontinued operations                                   (0.01)
                                                 -------            -------
Net loss                                         $ (0.19)           $ (0.69)
                                                 =======            =======

Weighted average shares outstanding             9,605,000          6,887,000
                                                =========          =========

</TABLE>



See notes to financial statements


<PAGE>    F-3


SDC INTERNATIONAL, INC.


<TABLE>
<CAPTION>


Consolidated Statements of Stockholders' Deficiency

                                                                                                       Accumulated
                                                                                                         Foreign
                                       Common Stock         Additional      Common                       Currency
                                                   Par       Paid-in        Shares      Accumulated    Translation
                                     Shares       Value      Capital        Payable       Deficit      Adjustment       Total
                                    ---------    -------   ------------   ---------   --------------   -----------    -----------
<S>                                 <C>          <C>       <C>            <C>         <C>              <C>            <C>

Balance - January 1, 1999           4,671,917    $ 4,672   $ 10,570,673   $  70,875   $ (11,549,518)   $    33,406    $  (869,892)
Issuance of common stock in
  connection with private
  placement memorandum                 25,000         25         49,975                                                    50,000

Issuance of common stock in
  connection with loan
  agreements                          179,000        179        328,635                                                   328,814

Issuance of common stock to
  consultants and employees
  for services                      1,144,191      1,144      2,109,535                                                 2,110,679

Issuance of common stock in
  repayment of short-term
  loans and accrued interest        1,724,896      1,725      1,303,094                                                 1,304,819

Beneficial conversion feature
  related to notes issued                                       142,858                                                   142,858

Common shares (377,000) to be
  issued in connection with
  extension of loans                                                        821,313                                       821,313

Common shares (26,000) to be
  issued in connection with
  exercise of options                                                        26,036                                        26,036

Comprehensive loss:
  Foreign currency translation
  adjustment                                                                                                (9,182)        (9,182)

Net loss for the year ended
  December 31, 1999                                                                      (4,781,580)                   (4,781,580)
                                                                                                                       ----------
Total comprehensive loss                                                                                               (4,790,762)
                                    ---------    -------   ------------   ---------   --------------   -----------    -----------
Balance - December 31, 1999         7,745,004      7,745     14,504,770     918,224      (16,331,098)       24,224       (876,135)

Issuance of common stock in
  connection with loan
  agreements                          250,000        250        282,819                                                   283,069

Issuance of common stock to
  consultants and employees
  for services                        195,000        195        234,833                                                   235,028

Issuance of common stock in
  repayment of short-term
  loans and accrued interest          938,054        938        850,550                                                   851,488

Issuance of common stock payable      457,000        457        917,767    (918,224)                                            0

Sale of common stock                1,396,645      1,396        828,154                                                   829,550

Return of shares by officers of
  the Company                        (100,000)      (100)           100                                                         0

Comprehensive loss:
  Foreign currency translation
    adjustment                                                                                             (24,224)       (24,224)

  Net loss for the year ended
    December 31, 2000                                                                     (1,851,782)                  (1,851,782)

  Total comprehensive loss                                                                                             (1,876,006)
                                   ----------    -------   ------------   ---------   --------------   -----------    -----------
Balance - December 31, 2000        10,881,703    $10,881   $ 17,618,993   $       0   $  (18,182,880)  $         0    $  (553,006)


</TABLE>



See notes to financial statements


<PAGE>    F-4


SDC INTERNATIONAL, INC.


<TABLE>
<CAPTION>


Consolidated Statements of Cash Flows

                                                          Year Ended December 31,
                                                          2000              1999
                                                    -------------      -------------
<S>                                                 <C>                <C>

Cash flows from operating activities:
Net loss                                            $  (1,851,782)     $  (4,781,580)
Adjustments to reconcile net loss to net
 cash used in operating activities:
  Depreciation and amortization                             1,600             39,823
  Amortization of debt discount                           385,752          1,344,698
  Expenses paid by issuance of stock                      235,028          2,110,679
  Loss from operations of discontinued subsidiary          24,416
  Loans to discontinued subsidiary in excess
    of loss from operations                                                  (15,026)
  Loss on disposal of fixed assets                                             8,501
  Loss on impairment of agency rights                                         50,975
  Changes in:
    Inventory                                              63,500            228,817
    Security deposits                                                         48,894
    Prepaid expenses and other current assets              15,000
    Accounts payable and accrued expenses                (178,256)           115,774
    Accrued interest                                       96,031            127,721
                                                    -------------      -------------
      Net cash used in operating activities            (1,208,711)          (720,724)
                                                    -------------      -------------

Cash flows from investing activities:
  Decrease (increase) in restricted cash                   81,243               (711)
                                                    -------------      -------------
      Net cash provided by (used in)
      investing activities                                 81,243               (711)
                                                    -------------      -------------
Cash flows from financing activities:
  Proceeds of loans from related parties                  200,000            859,641
  Repayment of loans from related parties                 (16,699)           (85,000)
  Proceeds from exercise of options                                           26,036
  Proceeds from sale of stock, net                        829,550             50,000
                                                    -------------      -------------
      Net cash provided by financing
      activities                                        1,012,851            850,677
                                                    -------------      -------------

Net (decrease) increase in cash                          (114,617)           129,242
Cash, beginning of year                                   170,893             41,651
                                                    -------------      -------------
Cash, end of year                                   $      56,276      $     170,893
                                                    =============      =============
Supplemental cash flow disclosure:
  Cash paid for interest                            $         175      $      19,862

Supplemental disclosures of noncash
  investing and financing activities:
    Issuance of common stock in payment of
      stockholder loans and accrued interest        $     851,488      $   1,304,819
    Common stock issued or issuable in
      connection with extension of
      or entering into stockholder loans            $     283,069      $   1,150,127


</TABLE>



See notes to financial statements


<PAGE>    F-5


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE A - THE COMPANY AND BASIS OF PREPARATION

The accompanying financial statements include the accounts of SDC
International, Inc., (the "Company") and, through the date of
disposition on June 30, 2000, its wholly-owned subsidiary Skobol, s.a.
("Skobol") after elimination of all significant intercompany
transactions and balances.  In addition, the Company has an inactive
subsidiary in the Czech Republic.  During the years ended December 31,
2000 and 1999, the Company has been attempting to acquire or enter
into a joint venture with manufacturing entities in Central and
Eastern Europe and has been incurring expenses in connection therewith
(see Note C.)

During November 1997, the Company acquired the outstanding common
stock of Skobol, a Bolivian Corporation, which is a distributor within
the country of Bolivia of products manufactured in the Czech Republic.
On June 30, 2000, the Company sold the subsidiary and, accordingly,
the subsidiary has been accounted for as a discontinued operation in
the accompanying financial statements (see Note K.)

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As shown in the
accompanying financial statements, the Company has incurred recurring
net losses and used net cash in operating activities and as of
December 31, 2000, has a working capital deficiency and a
stockholders' deficiency.  As described in Note G[2], on February 7,
2001, the maturity date of notes payable to a stockholder amounting to
$550,000 plus accrued interest of $81,373 at December 31, 2000 was
extended from January 1, 2001 to the earlier of 10 days after the
closing of a planned acquisition (see Note J[4]) or January 20, 2002.
In addition, subsequent to December 31, 2000 through February 7, 2001,
the Company raised $340,000 through the sale of common shares.
Continuation of the Company as a going concern is dependant upon
(i) the Company achieving profitable operations through acquisitions
or joint ventures which requires obtaining financing (see Note J[5])
and (ii) obtaining debt and/or equity financing to fund operating
expenses to be incurred until an acquisition or joint venture is
consummated.  Management anticipates any additional financing required
to fund operating expenses to be incurred through December 31, 2001,
or repay outstanding loans which are not converted into common stock,
will be obtained from existing stockholders.  However, there is no
assurance that the Company can obtain required financing, make any
acquisitions or that profitable operations can be achieved.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]	Inventory:

Inventory, which consists of miscellaneous replacement parts and
equipment for trucks, is stated at the lower of cost (determined on
a first-in, first-out basis) or market.

[2]	Fixed assets:

Fixed assets are recorded at cost.  Maintenance and repairs are
charged to expense as incurred. Depreciation is computed using the
straight line method over the estimated useful lives of the assets
as follows:

        Computer software       3 years
        Computer equipment      5 years
        Leasehold improvements  5 years

Fixed assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable.  In conducting such review, the estimated future
undiscounted cash flows associated with the asset are compared to
the asset's carrying amount to determine if a write down is
required.  If such cash flows are less than the asset's carrying
amount, the asset is written down to estimated fair value.



<PAGE>    F-6


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[3]	Net loss per share:

In calculating basic and diluted net loss per share, the Company
uses the weighted average number of common shares outstanding plus
common shares issuable principally in connection with the extension
of loans during the respective years.  No shares issuable upon
exercise of outstanding warrants (see Note I[4]) have been included
in the computation of diluted net loss per share as their effect is
anti-dilutive.

[4]	Use of estimates:

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts
and disclosures.  Accordingly, actual results could differ from
those estimates.

[5]	Fair value:

The carrying value of cash, accounts payable, and amounts due to
related parties approximates fair value.  The Company is accounting
for the sale of Skobol using the installment method, and
accordingly, it is not deemed practicable to estimate the fair
value of the note received by the Company in connection therewith
(see Note K).

[6]	Revenue recognition and concentrations:

Revenue, which consists principally of sales of trucks acquired
from Tatra, a.s. ("Tatra"), a Czech truck manufacturer, is
recognized when products are shipped.  Sales in 2000 consisted of
shipments to one truck customer and one parts customer in the Czech
Republic, representing 73% and 27% of sales, respectively.  Sales
in 1999 consisted of shipments of four trucks to three customers in
the Czech Republic, representing 50%, 25% and 25% of sales.

[7]	Comprehensive income (loss):

SFAS No. 130, "Reporting Comprehensive Income" establishes
standards for reporting comprehensive income and its components in
financial statements.  Comprehensive income (loss) as defined,
includes all changes in equity (net assets) during a period from
nonowner sources.  Comprehensive loss for 2000 and 1999 consists of
the net loss and the change in the accumulated foreign currency
translation adjustment.


NOTE C - ACQUISITION AGREEMENT

In August 1999, an agreement was entered into with Moravan, a.s., an
aircraft manufacturer in the Czech Republic, whereby the Company
agreed to acquire Moravan common shares representing a 55% interest
for 640,000,000 Czech Crowns or approximately $17,018,000 based on the
exchange rate in effect at December 31, 2000, payable 30% at closing
with the balance within twelve months thereof.  Closing of the
agreement is subject to registering the shares to be issued to the
Company in Commercial Court as required by Czech law, a process which
can take an extended period of time and towards which any third
parties may object.  Objections have been raised by third parties.  As
of February 7, 2001, the objections have not been settled and the
shares have not been registered.



<PAGE>    F-7


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE D- FIXED ASSETS

Fixed assets consist of the following at December 31, 2000:

       Computer and software           $    5,436
       Leasehold improvements               2,550
                                       ----------
                                            7,986
       Less accumulated depreciation       (4,433)
                                       ----------
                                       $    3,553
                                       ==========


Depreciation expense amounted to $1,600 and $1,597 for the years ended
December 31, 2000 and 1999, respectively.

During September 1994, the Company issued 448,350 shares of common
stock to Diesel International, a.s. ("Diesel"), a company formed in
the Czech Republic and one of the founding stockholders of the
Company, as consideration for machinery and equipment valued by an
appraisal and for book purposes at $4,469,064.  The machinery and
equipment, formerly used in the manufacture of diesel engines, is
located in the Czech Republic in the Diesel facilities.  As a result
of the financial difficulties of Diesel, the status and future use of
the machinery and equipment, which is no longer in service, was
uncertain.  Further, the Company had no facilities that could be used
to house the machinery and equipment.  As a result, during 1997, the
Company recorded a loss on impairment of the machinery and equipment
in the amount of $3,467,320, representing the remaining undepreciated
balance.  During 1999, the Company abandoned the machinery and
equipment and accordingly wrote off the cost ($4,013,183) of the
remaining equipment ($468,308 had been written off in prior years)
against the related accumulated depreciation and valuation allowance
previously recorded.


NOTE E - AGENCY RIGHTS

On April 24, 1997, the Company acquired for 48,000 common shares
valued at $36,000 all the issued and outstanding common stock of
Golden Grove Business, Inc. ("GGB"), a Panama corporation, whose sole
asset was an exclusive agency contract with Tatra to market and sell
Tatra's products in Columbia with the right of first refusal to become
the exclusive distributor for other countries of South and Central
America.  GGB was merged into the Company and the Company assumed
GGB's liabilities amounting to $116,903 at the date of the merger.
The Company was amortizing such agency rights over the estimated
remaining useful life of four years. As the Company did not anticipate
generating future sales sufficient to recover the remaining
unamortized balance of the agency rights, the Company recorded a loss
on impairment of the agency rights in 1999 in the amount of $50,975,
representing the remaining unamortized balance at December 31, 1999.


NOTE F- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at
December 31, 2000:

     Accounts payable        $   12,418
     Compensation                13,000
                             ----------
                             $   25,418
                             ==========


<PAGE>    F-8


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE G - DUE TO RELATED PARTIES

[1]	Line-of-credit:

During June 1998, the Company obtained an unsecured $500,000 line-of-
credit from a stockholder with a stated interest rate of 14% per annum.
Principal and interest were payable on December 8, 1998.  The agreement
provided that the principal balance of the line-of-credit and any
outstanding accrued interest may, at the stockholder's option, be
converted into common stock at $1.00 per share.  The conversion price of
the line-of-credit agreement ($500,000) was less than the aggregate
market price ($1,140,600) of the common stock obtainable on conversion
on the date of the agreement. In connection therewith, additional
interest expense of $500,000 related to the beneficial conversion
feature, limited to the proceeds of the line-of-credit, was charged to
operations for the year ended December 31, 1998 with a corresponding
credit to additional paid-in capital.  By agreement with the
stockholder, the maturity date of the line-of-credit was extended to
December 31, 1999.  In connection therewith, the Company agreed to issue
54,000 common shares quarterly until maturity.  This resulted in
additional interest expense of $394,875 for the year ended December 31,
1999.  During the year ended December 31, 2000, the Company issued
216,000 common shares which were issuable at December 31, 1999 (and
included in common stock payable) under such agreement.

Interest expense on the line-of-credit during the years ended
December 31, 2000 and 1999 amounted to $15,169 and $464,875,
respectively, including additional interest referred to above.  The
Company's effective interest rate for borrowings under the agreement,
amounted to 80% during 1999.  On March 2, 2000, the $500,000 outstanding
balance of the note, together with accrued interest of $114,110, was
converted into 614,110 shares of common stock.

[2]	Loans from stockholders:

During 2000 and 1999, the Company borrowed $200,000 and $850,000,
respectively, from stockholders by issuing unsecured notes which are
repayable in periods ranging from 90 to 180 days, at a stated interest
rate of 14% per annum. At maturity in January 1999, two notes originated
in 1998, convertible into common shares at 70% of market value with
aggregate principal balances of $250,000 had their maturity dates
extended to July 1999.  In connection therewith, their conversion terms
were modified to provide for conversion into common shares at 50% of
market value from 70% of market value.  The aggregate market price of
the common stock obtainable on conversion at the date of modification
amounted to $500,000. In connection therewith, debt discount of $142,858
related to the modification of the beneficial conversion feature was
charged to operations for the year ended December 31, 1999 with a
corresponding credit to additional paid-in capital.  During 1999,
holders of notes with outstanding principal balances of $1,225,000
converted their notes, together with accrued interest of $79,819, into
1,724,896 shares of common stock. During 2000, holders of notes with
outstanding principal balances of $200,000 converted their notes,
together with accrued interest of $37,378, into 323,944 shares of common
stock. As of December 31, 2000, outstanding balances payable under notes
amounted to $568,672, together with accrued interest of $81,373.  On
February 7, 2001, a shareholder holding promissory notes totaling
$550,000, with accrued interest amounting to $81,373, agreed to extend
the repayment date of the notes from January 1, 2001, to the earlier of
10 days after the closing of a planned acquisition (see Note J[4]) or
January 20, 2002.

In connection with these borrowings, during the years ended December 31,
2000 and 1999, the Company issued to the stockholders, as additional
consideration, 250,000 and 179,000 shares of common stock valued at
$283,069 and $328,814, respectively. In addition, during 1999, in
connection with the extension of the maturity of certain loans the
Company agreed to issue 215,000 additional common shares valued at
$426,438 in connection with these borrowings.  Such shares which were
included in common stock payable at December 31, 1999, were issued
during the year ended December 31, 2000.  Such amounts have been
accounted for as debt discount.  The Company's effective rate for these
borrowings, including debt discount, ranged from 14% to 123% and from
14% to 402% during the years ended December 31, 2000 and 1999,
respectively.  During the years ended December 31, 2000 and 1999,
interest expense on the notes amounted to $466,614 and $1,032,954,
respectively, including amortization of debt discount.


<PAGE>    F-9


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE H - INCOME TAXES

Deferred tax assets represent the future tax return consequences of net
operating loss carryforwards and differences between the financial statement
and tax bases of assets and liabilities.

At December 31, 2000, the Company has net operating loss carryforwards for
federal income tax purposes of approximately $17,212,000 expiring in the
years 2009 through 2020.

The reconciliation of the income tax benefit applicable to continuing
operations computed at the federal statutory tax rate to the income tax
benefit in the consolidated statement of operations for both the years
included December 31, 2000 and 1999 is as follows:

     Federal statutory tax benefit                       (34)%
     Increase in valuation allowance                      34 %
                                                        ----
     Income tax benefit in statement of operations         0 %
                                                        ====

As of December 31, 2000, the net deferred tax asset consists of the
following:

     Deferred tax assets:
     Net operating loss carryforwards       $ 5,852,000
     Valuation allowance                     (5,852,000)
                                            -----------
     Net deferred tax asset                 $         0
                                            ===========


At December 31, 2000, a valuation allowance has been provided to offset the
deferred tax asset since management could not determine that it was more
likely than not that the benefit of the deferred tax asset would be
realized.  Increases in the valuation allowance amounted to $545,000 and
$1,844,000 during the years ended December 31, 2000 and 1999, respectively.
As a result of the changes in ownership resulting from the various sales and
issuances of stock, the Company may be unable to utilize some or
substantially all of its previously available net operating loss
carryforwards in accordance with the provisions of Section 382 of the
Internal Revenue Code.


NOTE I - STOCKHOLDERS' EQUITY

[1]	During the years ended December 31, 2000 and 1999, the Company sold,
pursuant to rule 505, Regulation D, an aggregate of 1,396,645 and 25,000
common shares yielding proceeds net of offering costs of $829,550 and
$50,000, respectively (see Note L[1]).

[2]	On September 5, 1997, the Company established a Nonqualified Stock
Option Plan (the "1997 Plan") pursuant to which 750,000 shares of common
stock are reserved for issuance.  On October 29, 1998, the Company
established a second Nonqualified Stock Option Plan (the "1998 Plan")
pursuant to which 500,000 shares of common stock are reserved for
issuance.  On December 26, 2000, the Company established a third
Nonqualified Stock Option Plan (the "2000 Plan") pursuant to which
500,000 shares of common stock are reserved for issuance.  The option
price per share is determined by the Board of Directors at the time any
options are granted.  The 1997, 1998 and 2000 Plans are designed to
serve as an incentive for retaining qualified and competent persons who
are key employees, consultants, representatives, officers and directors
of the Company.



<PAGE>    F-10


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE I - STOCKHOLDERS' EQUITY  (CONTINUED)

[2]	(continued)

During the years ended December 31, 2000 and 1999, the Company granted
to consultants and employees options to purchase 100,000 (2000) and
26,000 (1999) common shares.  The options, which had exercise prices of
$0 (2000) and $1.00 (1999), were exercised immediately upon grant.  The
market value of the common shares on the date of grant, in excess of the
exercise price, amounting to $112,500 (2000) and $0 (1999) were charged
to expense.  As of December 31, 2000 and 1999, no options were
outstanding under the plans (see Note L[2] for additional information.)

[3]	During the year ended December 31, 2000, the Company issued 95,000
shares of restricted common stock in connection with services to the
company valued at $122,528.

[4]	As of December 31, 2000, the Company has outstanding warrants to
purchase a total of 50,000 shares of common stock at an exercise price
of $2.50 per share, which expire in 2003.  These warrants had been
issued to consultants during 1998.

[5]	On May 11, 2000, the Company's Board of Directors authorized the
repurchase over a ninety-day period of up to 500,000 shares to the
Company's common stock. No shares were repurchased during the ninety-day
period.

[6]	On December 27, 2000, the Company amended its certificate of
incorporation to increase the shares it is authorized to issue to
50,000,000 consisting of 25,000,000 shares of common stock and
25,000,000 shares of preferred stock.  The preferred stock may be issued
in one or more series with such rights, preferences, privileges and
restrictions as shall be fixed by the Company's Board of Directors from
time to time.


NOTE J - COMMITMENTS AND OTHER COMMENTS

[1]	Lease agreement:

The Company leases its executive office on a month to month basis from
its Chief Executive Officer.  Rent expense under the arrangement
amounted to $24,000 during each of the years ended December 31, 2000 and
1999.

In addition, the Company leases an office in the Czech Republic on a
month-to-month basis.  The rent expense for the years ended December 31,
2000 and 1999 totaled $10,800 and $7,200, respectively.

Included in general and administrative expenses is rent expense for the
above and other rentals which totaled $45,130 and $33,074 for the years
ended December 31, 2000 and 1999, respectively.

[2]	Executive compensation:

For each of the years ended December 31, 2000 and 1999, the Company
incurred management fees of $156,000, payable to its Chief Executive
Officer and $156,000 payable to its President.

[3]	Restricted cash:

During the year ended December 31, 2000, the Company recovered $81,243
of restricted cash which represented collateral under a performance bond
posted as a condition of an agency agreement with Diesel.  The
performance bond was withdrawn as the Company did not anticipate any
further sales of Diesel products.



<PAGE>    F-11


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE J - COMMITMENTS AND OTHER COMMENTS  (CONTINUED)

[4]	Incentive compensation:

The Company has been negotiating to acquire Tatra, a.s. a Czech
truck manufacturer.  In connection therewith, on July 18, 2000 the
Company's Board of Directors approved incentive stock and cash
bonuses to be paid to the Company's chairman and its president as
follows: (i) stock options were granted which are exercisable at
$.10 per share, in a number of shares required to bring the number
of shares owned by each officer to 10% each of the Company's
outstanding stock at the time of the closing of the planned Tatra
acquisition, including any shares issued which are related to the
funding of the acquisition, such options to be exercisable upon the
closing of the acquisition and expiring one year after such date
and (ii) a cash bonus to be paid upon the close of the acquisition
of $500,000 to each officer.  The options are considered
performance condition options and will require the Company to take
a non-cash charge to earnings upon closing of the acquisition for
the difference between the exercise price and the fair market value
of the stock at the date of acquisition.

[5]	Equity financing agreement:

On September 12, 2000, the Company entered into an equity financing
agreement with an entity pursuant to which the entity agreed to
make $25 million available to the Company, through the purchase of
convertible preferred stock, for acquisitions by the Company of at
least a 50% interest in manufacturing companies located within
Central and Eastern Europe.  The agreement provides that (i) the
entity holds the right to approve or reject any proposed
acquisition submitted to it for financing, (ii) financing for the
planned acquisition of Tatra a.s. is not covered and (iii) it
remains in effect only with respect to acquisitions consummated
within twelve months from the date of the agreement.


NOTE K - DISCONTINUED OPERATIONS

On November 18, 1997, the Company acquired 99.9% of the common stock
of Skobol for $78,000. Skobol is a Bolivian corporation, which imports
and sells at retail in Bolivia, light transportation and other
equipment which is manufactured in the Czech Republic. On December 21,
1999, the Board of Directors of the Company authorized the sale of
Skobol and on June 30, 2000, the Company sold its shares in Skobol in
exchange for a $150,000 note payable in three installments of $50,000
plus interest at 6% on June 30, 2001, 2002 and 2003.  Accordingly, the
results of operations of Skobol, which are included in the
accompanying financial statements through the date of sale, are shown
as discontinued operations.  As payment of the selling price consists
solely of the note which is receivable over an extended period of time
and the Company has no history with the note holder, or any other
reasonable basis for estimating the degree of collectibility, the
Company will recognize gain on sale of the subsidiary, which amounts
to $98,278, as collections are received on the note using the
installment method.  In addition, interest income on the note will be
recognized as received.  The deferred gain includes the accumulated
foreign currency translation gain of $24,224, previously included as a
separate component of stockholders' equity.

Net sales of Skobol amounted to $50,772 and $155,305 in the years
ended December 31, 2000 and 1999, respectively.

The functional currency of Skobol is its local currency. Accordingly,
the subsidiary's operations are translated at average exchange rates
during the period, and assets and liabilities are translated at end-
of-period rates. Translation adjustments were included as a separate
component of stockholders' deficiency through the date of sale. Gains
and losses on currency transactions denominated in other than the
local Bolivian currency are reflected in discontinued operations.



<PAGE>    F-12


SDC INTERNATIONAL, INC.

Notes to Financial Statements
December 31, 2000 and 1999


NOTE L - SUBSEQUENT EVENTS

[1]	Subsequent to December 31, 2000 through February 7, 2001, the
Company sold, pursuant to rule 505, Regulation D, an aggregate of
825,000 common shares, yielding net proceeds of $340,000.

[2]	Subsequent to December 31, 2000 through February 7, 2001, the
Company granted options to purchase 250,000 common shares at $0 per
share which were exercised immediately on grant. The market value
of the common shares on the date of grant amounted to $156,250.



<PAGE>    F-13