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
           EXCHANGE ACT OF 1934

                     For the fiscal year ended September 30, 1999

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

For the transition period from ___________ to ____________

     Commission file no.   0-26021

                                SD PRODUCTS, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

               FLORIDA                                 65-0790763
     -------------------------------                   ------------------
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)

     1506 Briarhill Lane N.E.
     Atlanta, GA                                         30324
     -------------------------------                   ----------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number (404) 321-1192

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

  Title of each class                             Name of each exchange
                                                  on  which registered
    None
 ---------------------                           ----------------------
Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value
                                (Title of class)
                               -------------------
Copies of Communications Sent to:
                                  Donald F. Mintmire, Esq.
                                  Mintmire & Associates
                                  265 Sunrise Avenue, Suite 204
                                  Palm Beach, FL 33480
                                  Tel: (561) 832-5696
                                  Fax: (561) 659-5371



<PAGE>




     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant 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 there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  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. $0.00

     Of the  2,800,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of December 15, 1999,  700,000 shares are held by non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.




<PAGE>



Part I

Item 1. Description of Business.

     (a) Business Development.

     SD Products,  Inc.  (hereinafter referred to as the "Company" or "SDP") was
organized  under the laws of the State of  Florida  on  October  20,  1997.  The
Company  was  organized  by Mr.  Mark A.  Mintmire,  the  executive  officer and
director  of the  Company,  for the  purpose  of  engaging  in the  business  of
providing a lending  (funding)  source for the  purchase of leased  automobiles,
including  limousines.  In this regard, the Company retained the services of Mr.
Charles Adams. It is anticipated  that the Company will benefit from the synergy
expected to result from the  combination of the specialized  working  experience
and expertise of Mr.  Mintmire with Mr. Adams'  experience in the industry.  The
Company's  executive  offices are presently  located at 1506  Briarhill Lane NE,
Atlanta, GA, 30324 and its telephone number is (404) 321-1192.

     The Company  generally  has been  inactive,  having  conducted  no business
operations  except   organizational   and  fund  raising  activities  since  its
inception. SDP received gross proceeds in the amount of $23,000 from the sale of
a total of  800,000  shares of common  stock,  $.0001  per value per share  (the
"Common Stock"),  in two (2)offerings  conducted pursuant to Section 3(b) of the
Securities  Act of 1933,  as amended (the "Act"),  and Rule 504 of  Regulation D
promulgated  thereunder ("Rule 504").  These offerings were made in the State of
Georgia and the State of Florida.  The Company  undertook its first  offering of
shares  of Common  Stock  pursuant  to Rule 504 on April 7, 1998 and its  second
offering of shares of Common Stock  pursuant to Rule 504 on June 24,1998.  While
no offering memorandum was used in connection with these offerings, the business
plan of the Company,  which was disclosed to each prospective  investor,  was to
provide  for  a  lending  /  (funding)  source  for  the  purchasers  of  leased
automobiles,  including  limousines.  Neither  Georgia  nor  Florida  required a
disclosure document under the terms of the exemption under which these offerings
were made.

     There are no preliminary  agreements or understandings  between the Company
and its  officers and  directors  or  affiliates  or lending  institutions  with
respect to any loan agreements or arrangements.

     The  Company  intends  to offer  additional  securities  under  Rule 506 of
Regulation  D under  the Act  ("Rule  506) to fund its  short  and  medium  term
expansion plans. (See Part I, Item 1. "Description of Business - (b) Business of
Issuer.")

     See (b) "Business of Issuer"  immediately  below for a  description  of the
Company's proposed business. As of the date hereof, the Company has no temporary
staff or clients for placement of such lending(funding).



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(b)     Business of Issuer.

General

     Since its  inception,  the Company  has  conducted  no business  operations
except for organizational activities and an offering of Common Stock pursuant to
which it has received gross offering proceeds in the amount of $23,000. Further,
the Company has had no employees since its organization.  It is anticipated that
the Company's sole executive  officer and director,  along with the  consultant,
will receive reasonable salaries for services as executive officers at such time
as the Company commences  business  operations.  (See Part I, Item 6. "Executive
Compensation.")  These  individuals  will  devote such time and effort as may be
necessary to participate in the day-to-day  management of the Company. (See Part
I, Item 5.  "Directors,  Executive  Officers,  Promoters  and Control  Persons -
Executive  Officers and  Directors.") The Company proposes to engage in business
as the provider of financing/funding for automobile leases.

     The  following  discussion of the  financing  market,  as it relates to the
Company's medium and long term business objectives,  is of course pertinent only
if the  Company  is  successful  in  obtaining  sufficient  debt  and/or  equity
financing to commence  operations as a lender and, in addition thereto,  is able
to generate  significant  profits from operations (which are not expected in the
foreseeable  future) and/or additional  financing to continue in business and/or
fund the  anticipated  growth,  assuming SDP's proposed  business is successful.
There can be no assurance  such  financing can be obtained or that the Company's
proposed business will be successful.

     Mr.  Mintmire  decided to pursue  the  leasing/financing  business  via the
Company because of the belief that his formal education,  when combined with Mr.
Adams' years in the leasing  business,  will enable them to develop a successful
financing/funding company which will have the advantages of, among other things,
greater  availability of capital and potential for growth through the vehicle of
a public company as compared to a privately-held  company.  The time required to
be devoted by each  individual,  including Mr. Mintmire and Mr. Adams, to manage
the day-to-day affairs of the Company is presently estimated to be approximately
five  to ten  hours  per  week.  This  time  commitment  on the  part  of  these
individuals  is  expected  to  increase  at such time,  if ever,  as SDP obtains
sufficient funding with which to commence the search for leases to finance/fund.
(See Part I, Item 1.  "Description  of Business," (b) "Business of Issuer - Risk
Factors.")

     The Company will be dependent upon its  consultant,  Mr. Adams,  to develop
the client  base with whom to arrange  lease  financing/funding.  Mr.  Adams has
extensive  experience in the leasing business and has managed his own employment
leasing business for  approximately the last two (2) years, as a sole proprietor
and six (6) months as a  corporation.  The Company plans to use to its advantage
Mr. Adams' reputation in the leasing industry. Nevertheless, while Mr. Adams has
been  successful  in the  past,  there  can be no  assurance  that  he  will  be
successful in building the client base necessary for the successful operation of
the Company.  (See Part I, Item 1.  "Description  of Business"  (b) "Business of
Issuer - Risk Factors", "Dependence on Management.")

     The Company intends to lend funds for automobile  lease  financing/funding,
initially in the Palm Beach and Broward County,  Florida area, then enlarging to
the entire State of Florida and  thereafter in selected  areas  nationwide.  The
Company plans to be able to provide a full  spectrum of lease  financing/funding
services for its clients.




<PAGE>



     In its initial phase, the Company will operate out of the facility provided
by Mr.  Mintmire.  Mr.  Adams will begin by finding  clients for the Company and
instructing Mr. Mintmire in the operation of the lease financing/funding market.
In the event the Company  requires  additional  capital  during this phase,  Mr.
Mintmire  has  committed  to fund the  operation  until such time as  additional
capital is available.

     Due to the limited  capital  available to the Company,  the principal risks
during this phase are that the Company is  dependent  upon Mr.  Adams'  efforts,
that Mr.  Mintmire  lacks  experience  and that the Company  will not be able to
establish  a  sufficiently   profitable  client  base  to  establish  the  lease
financing/funding  business. (See Part I, Item 1. "Description of Business," (b)
"Business of Issuer - Risk Factors", "Dependence on Management")

     To  implement  the  initial  plan,  the  Company   intends  to  initiate  a
self-directed  private  placement under Rule 506 in order to raise an additional
$100,000.  In the event such placement is successful,  the Company believes that
it will have sufficient  operating  capital to meet the initial  expansion goals
and operating costs for a period of six (6) months.  In the event the Company is
not successful in raising such funds,  the Company  believes that it will not be
able to continue operations past a period of six(6) to nine (9) months.

     Even if the Company is successful at raising this additional  money,  there
can be no assurance that the implementation of the expansion of the initial plan
will increase the number of potential  clients.  By  expanding,  the Company may
face unforeseen  costs  associated  with entry into the lease  financing/funding
market.  The Company  still will be largely  dependent  upon Mr.  Adams and to a
limited  extent upon Mr.  Mintmire to find suitable  clients on a profitable and
timely  basis.  Additionally,  Mr.  Adams may have a conflict  between  the time
demands of an  expanding  business  and the time  requirements  of his  existing
business.  Although  the  Company  believes  $100,000  is  sufficient  to  cover
operations for the projected period, there can be no assurance that such funding
can cover the additional risks  associated with expansion.  (See Part I, Item 1.
"Description of Business," (b) "Business of Issuer - Risk Factors", "Conflict of
Interest.")

     If the Company is able to generate  enough revenue during the initial phase
to support the business in Palm Beach and Broward Counties,  in the medium term,
the Company plans to open one (1) additional office each quarter until such time
as it has four (4)  offices  operating.  The  Company  intends to open the first
expansion  office outside of Palm Beach and Broward County in Atlanta,  Georgia,
since Mr.  Mintmire  already has an operation in that area and is familiar  with
the business  environment there. The Company anticipates that it will require an
additional  $100,000 to fund one (1) year of operations at this second location,
acquisition of office space, equipment and wages for clerical staff. The Company
also  believes  that Mr.  Adams will be capable of  managing  the Palm Beach and
Broward County  operation at this time, while Mr. Mintmire will oversee Atlanta,
Georgia and generally  oversee the Palm Beach and Broward County  operation.  To
fund the expansion into Palm Beach and Broward Counties,  the Company intends to
initiate  another  self-directed  Rule 506  offering to raise  $100,000.  If the
Company is not successful in raising such additional funds, the Company believes
that it will  not be able to  operate  a  second  location  without  creating  a
financial drain on the first location. Even if it is successful, there can be no
assurance  that the Company  will achieve any  acceptance  in the Palm Beach and
Broward  County  marketplace  and may not establish a sufficient  client base to
make the venture viable.


<PAGE>



     During the first quarter in which the Atlanta, Georgia office is operating,
the Company  intends to seek funding  through an  additional  Rule 506 offering,
seeking an  additional  $300,000.  Such funds will be utilized to open the third
and fourth  office during the next two  quarters.  While office space,  clerical
help,  equipment  costs  and  operations  for a one  (1)  year  period  are  not
anticipated to exceed $100,000, the Company believes that both Mr. Adams and Mr.
Mintmire  should  be  placed  on an  annual  salary  and  that  advertising  and
promotional  costs must be increased in order to increase the accessability to a
broader range of potential clients.  Also, in order to be competitive with other
automobile  lease  finance  /funding  companies,  the Company must  implement an
employee benefit program.  The Company believes that the additional  $100,000 of
the planned  offering should be sufficient to cover these increased  costs.  The
Company  plans  to  open  its  third  office  in  Martin  County  since  that is
immediately contiguous to Palm Beach and Broward County and its fourth office in
Dade County. The Company believes that by covering these contiguous  counties in
South Florida and having coverage in Atlanta,  Georgia, that it will have access
to a broader  range of potential  clients and a larger pool of potential  client
lease financing/funding.  Further, it believes that operations in the contiguous
Florida counties and in Atlanta,  Georgia, will lead to economies of scale which
will increase the  potential  profitability  of the Company.  Areas in which the
Company believes it will have the benefit of the greatest economies of scale are
advertising,  expenses  and  the  availability  of  a  larger  automobile  lease
finance/funding market.

     The principal risks of these expanded  operations would be unforeseen costs
associated with entry into the expanded market,  increased costs associated with
a larger geographic area of coverage,  and additional  clerical employee related
claims associated with a larger support staff, inability to establish a presence
in  the  expanded  market  place,   increased  competition  and  increased  risk
associated with the lapse between purchasing the lease finance/funding contracts
and  the  receipt  of the  stream  of cash  flows  related  to  each  individual
automobile receivable. Should the Company incur any large liabilities because of
its  operations,  which risk  increases  as the  Company's  geographic  coverage
expands, such liabilities could have a substantially detrimental affect upon the
Company's financial condition.  Further,  should the Company be unable to secure
the financing required for the additional  expansion,  the anticipated  revenues
from a reduced operation,  while potentially able to meet the operating needs of
the Company,  would  impede the  likelihood  of  incremental  revenue  increases
necessary for the long term financial success of the Company.  (See Part I, Item
1.  "Description of Business - (b) Business of Issuer - Risk Factors",  "Need to
ReSell  Acquired  Receivable  in Secondary  Markets",  "Lack of Working  Capital
Funding Source.")

     The  Company  plans to monitor  closely  its  medium  term  operations  for
approximately  one (1) year. (See Part I, Item 1. "Description of Business - (b)
Business of Issuer - "Business Strategy.") If it has been successful in securing
the necessary  financing and if each of the  operations is capable of sustaining
itself, the Company intends to seek additional financing through the offering of
additional  equity securities of Rule 506,  conventional  bank financing,  small
business administration  financing,  venture capital or the private placement of
corporate  debt  for a  total  of  approximately  $1,000,000.  There  can  be no
assurance that any of these financing  sources will be available to the Company.
If the Company  plan to seek  additional  financing is  successful,  the Company
intends to open  additional  offices which  compliment the Southern  Florida and
Atlanta,  Georgia operations,  beginning in Atlanta,  then expanding into Martin



<PAGE>



County and Indian  River County and to add a regional  manager to oversee  these
additional  operations.  The Company  believes that such  expansion will achieve
similar  economies  of scale as those which are  anticipated  by the Palm Beach,
Broward and Dade County  expansion.  Further,  the  Company  believes  that such
expansion  will place the Company in a position to be a major force in the lease
purchase financing/funding industry in the State of Florida and Georgia. If such
expansion is implemented,  Mr. Adams and Mr. Mintmire  believe that they will be
able to oversee the operation with the addition of the manager.

     The Company has not sought as of yet any debt  financing  since it believes
that any qualified  venture  capital firm will not loan any funds to the Company
until such time as it is fully reporting and has completed at least two years of
profitable  operations.  Once it has met their criteria,  the Company intends to
seek out funds from licensed  venture capital firms and to negotiate terms which
will fit the financial  capabilities of the Company.  Since the Company does not
intend to seek  debt  financing  until  such  time as it has  several  locations
operating successfully,  it believes that it can negotiate appropriate placement
and repayment terms for such borrowings. However, there can be no assurance that
such  funds  will be  available  to it or that  suitable  terms  which  are most
advantageous  to the Company can be  negotiated.  In addition,  the Company does
not, at this time,  anticipate that it will require substantial leverage to fund
the  expanded  operations.  However,  in the event the Company did receive  debt
financing  and  in  the  event  the  Company  is not  successful  in  sustaining
operations or meeting such debt and defaulted in its payments on the debt,  then
such debt financing would result in foreclosure upon the Company's assets to the
detriment of its shareholders.

     Although the Company is authorized to borrow funds,  as discussed,  it does
not intend to do so until such time as it has been  operating for a given period
of time. At such time as the Company seeks borrowed funds, it does not intend to
use the proceeds to make payments to the Company's promoters(if any), management
(except as reasonable  salaries,  benefits and out of pocket  expenses) or their
respective  affiliates  or  associates,  if  any.  The  Company  has no  present
intention  of  acquiring  any assets or other  property  owned by any  promoter,
management or their respective  affiliates or associates or acquiring or merging
with a business or company in which the Company's promoters, management or their
respective  affiliates  or associates  directly or indirectly  have an ownership
interest.  Existing conflict of interest provisions are set forth in the Amended
Articles  of  Incorporation  for the  Company.  Management  is not  aware of any
circumstances  under which this policy,  through  their own  initiative,  may be
changed. Although there is no present potential for a related party transaction,
in the event that any payments are to be made to promoters and  management  such
will be disclosed to the security  holders and no such  payments will be made in
breach of the fiduciary duty such related persons have to the Company.

     There  are  no   arrangements,   agreements   or   understandings   between
non-management   shareholders   and   management   under  which   non-management
shareholders  may  directly  or  indirectly  participate  in  or  influence  the
management of the Company's  affairs.  There are no arrangements,  agreements or
understandings  under which  non-management  shareholders  will  exercise  their
voting rights to continue to elect the current  directors to the Company's Board
of Directors.

     In the event the Company is successful in securing the additional financing
for its  long  term  expansion,  it  plans  to seek  acquisitions  of  qualified



<PAGE>



companies which the Company believes will compliment its overall strategy inside
and  outside of the State of  Florida.  The Company  will seek  acquisitions  of
related  companies and expand its operations to eventually  encompass the entire
United  States.  At  such  time  as the  Company  enters  the  automobile  lease
finance/funding  market  outside  the  State of  Florida,  the  Company  will be
required to comply with applicable  state  regulations  regarding such entities.
(See  Part I, Item 1.  "Description  of  Business,"  (b)  "Business  of Issuer -
Industry   Regulations  -  ;and  (b)  "Business  of  Issuer  -  Risk   Factors",
Governmental Regulation and Litigation")

     Such increased expansion may increase greatly the risks associated with the
Company's operations. The Company will continue to be dependent upon obtaining a
sufficient  client base which possesses an appropriate  number of consumer lease
contracts. Increased operations and expansion into other geographic areas expose
the  Company  to the  potential  of  unfavorable  interpretation  of  government
regulations.  In addition,  the larger the  geographic  market,  the greater the
chance of increased support staff costs. Furthermore,  expansion will expose the
Company  to  competition  from  larger  and more  established  automobile  lease
finance/funding firms, many of whom have greater resources than the Company. The
Company  anticipates  that revenues from such expanded  operations may result in
greater  revenue  fluctuations  as  a  result  of  seasonal  variations  in  the
automobile  sales market and the Company's  support  staffing  needs.  Also, the
Company  will be  required  to pay wages to a larger  support  staff while still
experiencing 30 to 45 day delays in direct payments  received from the new lease
financing/funding receivables. In addition, with expansion and implementation of
an employee  benefit  plan which is  necessary  in order to be  competitive  for
qualified  employees,  in the event  such plan  were to be  disallowed,  loss of
qualified  status could have an adverse effect upon the Company.  Finally,  as a
larger Company,  it could face possible adverse affects from fluctuations in the
general economy and business of its clients.  (See Part I, Item 1.  "Description
of  Business,"  (b)  "Business  of  Issuer  -  Risk   Factors",   "Competition",
"Sensitivity to Interest Rates.")

     Another avenue  available to the Company to aid its ability to expand is to
seek a reverse merger with a larger,  public  company.  While the Company has no
present  intention  to seek such a  merger,  in the  event  that an  appropriate
vehicle were to become known to the Company, the Board of SDP would evaluate the
relative risks and merits of such a merger to the overall plans for the Company.
The Company may also seek to expand by acquisitions of unrelated companies which
engage in related  services such as  industrial  equipment  financing,  aircraft
lease financing and aircraft equipment financing.

     As a reporting company the Company is required to file quarterly reports on
Form 10-QSB and annually on Form 10-KSB and in each case, is required to provide
the financial and other  information  specified in such forms. In addition,  the
Company would be required to file on Form 8-K in the event there was a change of
control, if the Company acquires or disposes of assets, if there is a bankruptcy
or  receivership,  if the Company  changes its certified  accountants,  upon the
occurrence of other events which may be pertinent to the security  holders,  and
after  certain  resignations  of  directors.  Being  subject  to such  reporting
requirements reduces the pool of potential acquisitions or merger candidates for
the Company since such  transactions  require that certified  financials must be
provided for the  acquiring,  acquired or merging  candidate  within a specified
period of time.  That is why the  Company  intends  to expand  through  internal



<PAGE>



operations  through the short and medium term.  At such time as the Company will
seek  acquisitions  or mergers,  it will limit itself to companies  which either
already have certified  financial  statements or companies whose operations lend
themselves to review for a certified audit within the required time.

     The Company  believes  that,  because  these  potential  "credit  impaired"
purchasers  represent  a  substantial  market,  there is a demand by  automobile
dealers with  respect to financing  for  non-prime  borrowers  that has not been
effectively served by traditional automobile financing sources.

Business Strategy

     The  Company's  business  strategy,  which is dependent  upon its obtaining
sufficient  financing  with which to implement its business plan (of which there
is no  assurance),  is to provide  automobile  lease  financing/funding  to both
automobile  dealers and automobile  purchasers.  The Company's  primary revenues
will be based upon  ability of the Company to purchase at a discount  automobile
lease  financing/funding  contracts  and/or  receivables  from car dealers.  The
Company's secondary revenue source will be based upon the income earned from the
interest  charged to  purchasers  who are directly  financed by the Company (any
profit realized in a final sale price will be booked by the car dealership.) The
Company's   revenues   are   dependent   on  the  number  of  clients   and  the
leases/contracts  available  for  purchase  at a  discount,  the  percentage  of
non-performing  receivables  and the number of purchasers  the Company  directly
finances.

     The Company will bundle the automobile lease financing/funding  receivables
it acquires into security  pools for the purpose of offering such pools for sale
in the secondary market via a public and/or private offering or through the sale
to a public and/or private  institution or individual  buyer.  This reselling of
receivables  will  enable  the  Company  to re-use  its cash with  which it will
recommit to purchase additional automobile lease  financing/funding  receivables
or to use to finance sub prime and/or credit  impaired  clients on an individual
basis.

     The  Company's  primary  direct costs will be (i) salaries to Mr. Adams and
Mr.  Mintmire  (payroll  cost),  (ii) marketing and sales related  costs,  (iii)
employment  related  taxes  and  (iii)  health  benefits.  (See  Part I, Item 1,
"Description of Business,")  Employment  related taxes consist of the employer's
portion of payroll taxes  required  under the Federal  Income  Contribution  Act
("FICA"),  which includes  Social  Security and Medicare,  and federal and state
unemployment taxes. The federal tax rates are defined by the appropriate federal
regulations.  State of Florida  unemployment  tax rates are  affected  by claims
experience,  of which the Company  has none at this time.  Health  benefits  are
comprised  primarily of medical insurance costs, but also include costs of other
employee  benefits  such  as  prescription  coverage,  vision  care,  disability
insurance and employee assistance plans.

     The Company's gross profit margin will be determined in part by its ability
to minimize and control operating costs; to maximize the discounts applicable to
the automobile lease financing/funding contracts; to finance reliably performing
impaired credit receivables,  thereby obtaining the highest cash flows available
per contract pool; being able to provide direct financing of high quality credit
impaired  automobile  purchasers;  and,  how  successful  the Company will be in
reselling the pooled  receivable  bundles in the secondary  market.  The Company



<PAGE>



will attempt to maximize the discounts to the automobile lease financing/funding
contracts it purchases and to carefully  select which impaired credit  borrowers
to finance because it will not have many direct costs over which it can minimize
much further with the exception of marketing and sales related costs.

     The  Company's  objective  is to become a dominant  provider of  automobile
lease  financing/funding  for the sub prime and/or credit  impaired car buyer at
first in a select  geographic area,  beginning in Palm Beach and Broward County,
Florida, expanding to Atlanta, Georgia, and then to contiguous counties in South
Florida and, eventually throughout the State of Florida and Georgia,  thereafter
into selected areas  nationwide.  To achieve this  objective,  and assuming that
sufficient  operating  capital  becomes  available,  the Company intends to: (i)
provide a comprehensive package of automobile lease  financing/funding  programs
to both  dealerships and  individuals  and, (ii) focus on Palm Beach and Broward
Counties which have high growth opportunities.

     Management  expects in the event SDP achieves  commercial success initially
to increase the Company's  market  penetration  through  internal  expansion and
thereafter through selected  acquisitions.  Such acquisitions could include both
new and used car dealerships and financing companies related thereto. Management
believes that in the current market,  expansion into markets beyond the State of
Florida could be especially  attractive because it is believed that the internal
structuring  of a  successful  operation in Florida can be  replicated  in other
selected  geographic  areas  with  high  growth  opportunities.   However,  such
expansion presents certain challenges and risks. There is no assurance that SDP,
even if it is successful  in  establishing  a presence in its targeted  markets,
will be able to profitably penetrate these markets.

Proposed Company Staffing and Services

     Mr.  Adams  has been  managing  his own  company  in the  automobile  lease
finance/funding  industry for  approximately  the past two and one-half years (2
1/2):  the  last two (2)  years  as a sole  proprietor  and six  (6)months  as a
corporation.  Under Mr. Adams'  direction,  the Company plans to offer clients a
full array of  automobile  lease  financing  programs.  It is  anticipated,  and
subject to the availability of additional funding,  that the Company will employ
a manager, additional clerical support and an accountant.

     The Company  believes  that its initial  success will be due in part to the
familiarity of Mr. Adams with the automobile lease finance/funding businesses of
its  potential  clients.  He will visit  clients  and  prospective  clients on a
regular schedule to allow for the necessary lead time to unfold to permit strong
business relationships to development. To insure client satisfaction,  Mr. Adams
will pursue a pro-active  approach with prospective and existing  clients.  This
pro-  active  approach  will  include  the  providing  of  customized  marketing
information illustrating financing program alternative which dealerships may use
in closing a sale with a customer.  Mr.  Mintmire also will become familiar with
the  Company's  clients by teaming up with Mr. Adams on client visits as a means
to not only establish a sound business  relationship between the clients and the
Company's principals but also as a learning tool whereby Mr. Mintmire may become
as  knowledgeable  about the automobile  lease  finance/funding  industry as Mr.
Adams.



<PAGE>



     Management  is unable at this time to forecast with any degree of certainty
the acceptance of the Company's lease  finance/funding  programs or the expenses
of doing business;  however, SDP intends to market its programs competitively in
the Company's target markets.

Sales and Marketing

     The Company plans to market its automobile lease  finance/funding  programs
through a combination of marketing channels  including direct sales,  franchises
and strategic alliances.  The Company believes that this multi-channel  approach
will allow the  Company to quickly  access a pool of  automobile  lease  finance
receivables,  develop regional  awareness and ultimately become a market leader.
Of the three marketing  channels intended to be employed by the Company,  direct
sales  is  widely  recognized  as the most  common  in the  industry  due to the
relationship  building that is necessary to be  established  between the Company
and clients; furthermore, strategic alliances have often been used to provide an
appearance of a proprietary "in house" financing alternative.  Franchising is an
often used means whereby an automobile lease finance/funding company can further
expand  its  revenue  stream  not only in  obtaining  additional  lease  finance
receivables but also by the receipt of franchise revenues. In addition,  another
benefit  to  franchising  has  been  the  further  recognition  of  a  company's
brand-name in the  marketplace by consumers.  There can be no assurance that any
of these  techniques will be used or will be successful.  The Company intends to
compete,  assuming that it is successful in obtaining sufficient financing, with
other  companies in its target  markets who are currently  providing  automobile
lease finance/funding programs.

     The Company  anticipates that its initial  marketing efforts will be in the
area of direct sales. Good quality presentations and professional follow-up with
the clients will be essential to the  Company's  success.  Initially,  Mr. Adams
will secure the Company's client base. However,  the Company anticipates that it
will employ  qualified sales personnel to establish new customer  accounts.  The
Company  believes that by employing  its own sales  personnel it will be able to
penetrate  additional  markets at a minimal cost since sales associates  receive
compensation  in the  form  of  commissions  based  upon a  client's  use of the
Company's programs.  This commission based compensation  program will reduce the
overhead costs for the Company.

     The Company's  ability to develop  markets through the efforts of Mr. Adams
and, eventually a sales force is, of course dependent upon management's  ability
to obtain necessary financing, of which there can be no assurance.  Assuming the
availability of adequate funding,  SDP intends to stay abreast of changes in the
marketplace  by  ensuring  that  it  remain  in  the  field  where  clients  and
competitors  can be  observed  firsthand.  SDP  does  not  anticipate  obtaining
long-term  written contracts with clients since such contracts are not common in
the automobile lease finance/funding industry; however, management believes that
the loyalty of such clients can be  maintained  through a  continuous  presence,
relationship building and, more importantly,  through effective and professional
servicing of client accounts.

     The Company  will attempt to maintain  diversity  within its client base in
order to decrease  its exposure to downturns  or  volatility  in any  particular
industry.  As part of this client  selection  strategy,  the Company  intends to
offer its  services  to those  clients  which have a  reputation  for  reputable
dealings and a reliable and broad inventory base and,  eliminating  clients that



<PAGE>



it believes  present a higher risk of product  mechanical  failure and very poor
sub-prime and/or very poor "impaired credit" purchaser profiles. Where feasible,
the  Company  will  evaluate  each  client's   portfolio  of  automobile   lease
finance/funding  receivables  for  creditworthiness,  product  grade,  and  loan
failure history.

Competition

     The non-prime  consumer credit market  consists of many national,  regional
and local  competitors  with  various  strategies  to approach  industry  risks.
Although fragmented,  the market is becoming increasingly competitive due to its
profitability  and relative ease of entry.  Existing and  potential  competitors
include  well-established  financial  institutions,  such as banks,  savings and
loans,  small loan companies,  leasing  companies and captive finance  companies
owned  by  automobile   manufacturers  and  others.   Many  of  these  financial
organizations  do not consistently  solicit  business in the non-prime  consumer
credit market.  The Company  believes that captive finance  companies  generally
focus on new car financing,  and direct their marketing efforts to the non-prime
consumer  market  only  when  inventory  control  and/or  production  scheduling
requirements  of their  parent  organizations  dictate a need to  enhance  sales
volumes  and then  exit the  market  once  such  sales  volumes  are  satisfied.
Increased  regulatory  oversight  and  capital  requirements  imposed  by market
conditions and  governmental  agencies have limited the activities of many banks
and savings and loans in the non-prime consumer credit market.

Industry Regulation

Overview

     As an  employer,  the  Company is subject to all  federal,  state and local
statutes and  regulations  governing  its  relationship  with its  employees and
affecting businesses generally.

Seasonality

     The  Company  believes  that its  results of  operations  will  reflect the
seasonality of higher client demand which is associated  with federal income tax
refunds.  It has been  observed,  as has been the case with other  "big  ticket"
items,  that car buying  appears to be higher in the first two  quarters  of the
calendar year than in the later half of the year.  Many car  purchasers  receive
income tax refunds  during the first half of the year which  becomes a principle
source of down payments on new and used car purchases.

Employees and Consultants

     The Company has had no employees since its organization.  In addition,  Mr.
Mintmire,  (the Company's sole executive  officer and  director)and  Mr. Charles
Adams,  (the Company's key consultant),  have served in those positions  without
compensation through the date hereof. Mr. Adams was compensated,  in the form of
company common stock, for specialized  services,  including the preparation of a
business plan and the  performance  of  consulting  services.  Mr.  Mintmire was
compensated,  in the form of restricted  common stock,  for management  services
relating to the formation of the Company and for financial consulting services.


<PAGE>



     The Company has not realized  significant  revenues since its inception due
to the fact that its key executive, Mr. Mintmire, until his graduation in August
1998,  has been  enrolled  as a  full-time  college  student  in the  Masters of
Business  Administration  program  at  Georgia  State  University,  in  Atlanta,
Georgia. Upon finishing his education,  Mr. Mintmire decided to pursue the lease
financing  business  because  of the  belief  that  his  prior  formal  business
training,  when  combined  with Mr.  Adams' years of experience in the industry,
will enable them to develop a successful lease financing company which will have
the  advantages  of among  other  things,  greater  availability  of capital and
potential  for growth  through the vehicle of a public  company as compared to a
privately-held company.

     The Company  will be  dependent  upon Mr.  Adams to develop the client base
with whom to place automobile lease  financing/funding  programs.  Mr. Adams has
many years of experience in the lease financing business and has managed his own
business for several years. The Company plans to use to its advantage Mr. Adams'
reputation in the industry. Nevertheless, while Mr. Adams has been successful in
the past,  there can be no assurance  that he will be successful in building the
client  base  and  client  solicitation  program  necessary  for the  successful
operation of the Company.

Facilities

     The Company  maintains its office rent free at the residence of Mr. Mark A.
Mintmire,  the sole Officer and Director of the Company,  at 1506 Briarhill Lane
NE, Atlanta,  Georgia 30324. Its telephone number is (404) 321-1192. The Company
anticipates  that it will have continued use of this office on a rent-free basis
for the foreseeable  future and that this  arrangement  will be adequate for the
Company's needs while it is in the development stage.  Assuming that SDP obtains
the  necessary  additional  financing  and is  successful  in  implementing  its
business  plan, no assurance of which can be made,  the Company will require its
own commercial facility in Palm Beach County. In such event, management believes
that SDP would be able to locate adequate  facilities at reasonable rental rates
in Palm Beach County, suitable for its future needs.

Risk Factors

     Before  making  an  investment  decision,   prospective  investors  in  the
Company's  Common  Stock should  carefully  consider,  along with other  matters
referred to herein,  the  following  risk factors  inherent in and affecting the
business of the Company.

     1. Development  Stage Company.  SDP was only recently  organized on October
20, 1997, and accordingly, is in the early form of development stage and must be
considered  promotional.   Management's  efforts,  since  inception,  have  been
allocated  primarily  to  organizational  and fund  raising  activities  and the
ability of the Company to establish  itself as a going concern is dependent upon
the receipt of  additional  funds from  operations  or other sources to continue
those  activities.  Potential  investors  should  be aware  of the  difficulties
normally  encountered by a new enterprise in its  development  stage,  including
under-  capitalization,  cash shortages,  limitations with respect to personnel,
technological,  financial  and  other  resources  and lack of a client  base and
market  recognition,  most of  which  are  beyond  the  Company's  control.  The
likelihood  that the Company  will succeed  must be  considered  in light of the
problems, expenses and delays


<PAGE>



environment in which the Company will operate.  The Company's success depends to
a  large  extent  on   establishing   a  client  base  with   meaningful   lease
financing/funding  receivables  and  successfully  arranging  a large  volume of
direct  automobile  lease  financing/funding.  There  is no  guarantee  that the
Company's  proposed   activities  will  attain  the  level  of  recognition  and
acceptance  necessary  for the Company to find a niche in the  automobile  lease
financing/funding  industry.  There  are  numerous  competitors  in Palm  Beach,
Broward County,  Florida,  Atlanta,  Georgia, the remaining State of Florida and
nationwide,  several  of which are large  public  companies,  which are  already
positioned in the business and which are better financed than the Company. There
can be no assurance that the Company, with its very limited capitalization, will
be able to compete with these companies and achieve profitability.  (See Part I,
Item 1. "Description of Business.")

     2. No Operating History,  Revenues or Earnings.  As of the date hereof, the
Company has not yet  commenced  operations  and,  accordingly,  has  received no
operating  revenues  or  earnings.  Since  its  inception,  most of the time and
resources  of SDP's  management  have  been  spent in  organizing  the  Company,
obtaining  interim  financing  and  developing a business  plan.  The  Company's
success is dependent  upon its  obtaining  additional  financing  from  intended
operations,  from  placement  of its equity or debt or from third party  funding
sources.   The   Company's   success  in  the  business  of   automobile   lease
finance/funding  is dependent  upon the purchasing of receipt  automobile  lease
financing/funding  receivables  and the  arranging  of a large  volume of direct
automobile lease financing/funding directly to consumers, which are not expected
for the foreseeable future, and/or additional financing to enable the Company to
continue in  operation.  There is no  assurance  that SDP will be able to obtain
additional  debt or equity  financing from any source.  The Company,  during the
development  stage of its  operations,  can be expected  to sustain  substantial
operating  expenses without  generating any operating  revenues or the operating
revenues  generated can be expected to be insufficient to cover expenses.  Thus,
for the foreseeable  future,  unless the Company attains profitable  operations,
which is not  anticipated,  the  Company's  financial  statements  will  show an
increasing net operating loss. (See Part I, Item 1. "Description of Business.")

     3. Minimal Assets, Working Capital and Net Worth. As of September 30, 1999,
the Company's total assets in the amount of $13,200, consisted,  principally, of
paid-in capital of $22,930 less accrued expenses of $11,659.  As a result of its
minimal  assets,  as of March 31,  1999,  the Company has very minimal net worth
presently.  Further, SDP's working capital is presently minimal and there can be
no assurance that the Company's financial condition will improve. The Company is
expected  to  continue  to have  minimal  working  capital or a working  capital
deficit as a result of current  liabilities.  The Company, at inception,  issued
2,000,000  shares  of the  Company's  Common  Stock  to Mr.  Mark  A.  Mintmire,
executive officer and director of SDP, in consideration  and exchange  therefore
for  services in  connection  with the  organization  of SDP  performed  for the
Company.  On October 20, 1997, the Company issued 100,000 shares of unrestricted
Common  Stock to Mr.  Charles  Adams,  the key  consultant  of the  Company,  in
consideration  and  exchange  therefore  for  services  in  connection  with the
organization  of SDP performed for the Company by him.  During April,  1998, the
Company  issued and sold an aggregate of 300,000 shares of Common Stock for cash
consideration  totaling  $3000,  from  which  proceeds  were paid $500 for legal
services and $200 for accounting services rendered to the Company.  During June,
1998, the Company issued and sold an aggregate of 400,000 shares of Common Stock


<PAGE>



for cash consideration totaling $20,000 at $.05 per share.(See Part II. Item 10.
"Recent Sales of Unregistered Securities.")

     Even though management  believes,  without  assurance,  that it will obtain
sufficient capital with which to implement its business plan on a limited scale,
the Company is not  expected to  continue  in  operation  without an infusion of
capital.  In order to obtain  additional  equity  financing,  management  may be
required to dilute the interest of existing shareholders or forego a substantial
interest  of its  revenues,  if any.  (See  Part  I,  Item  1.  "Description  of
Business")

     4. Need to  Re-Sell  Acquired  Receivable  in the  Secondary  Markets.  The
Company has minimal working  capital  therefore it will be critical that any and
all cash resources utilized by the Company be maximized. The Company will bundle
together in security pools,  the size of which will be determined by the quality
of  receivables  purchased,  a  number  of  automobile  lease  financing/funding
receivables  for the  purpose  of  re-selling  them in a public  and/or  private
offering for purchase by an  institutional  investor and/or an individual.  This
reselling will restore working capital to the Company with which it can put back
to work to purchase additional  automobile lease financing receivables and/or by
directly  financing  an  individual's  automobile  lease  purchase.  There is no
assurance,  however,  that the  Company  will be  successful  in its  efforts to
re-sell  these  "bundled"  securities  in  the  secondary  market  and  may,  if
unsuccessful, be limited in its attempt to become a viable company.

     5. Need for Additional Capital:  Going Concern  Qualification  Expressed by
Auditor. Without an infusion of capital or profits from operations,  the Company
is not expected to continue in operation  after the  expiration of the period of
six (6)to  nine(9)months from the date hereof.  Accordingly,  the Company is not
expected to become a viable business entity unless additional equity and/or debt
financing  is  obtained.  SDP's  independent  certified  public  accountant  has
expressed this as a "going concern"  qualification to the opinion of Durland and
Company, CPAs P.A. on the Company's financial  statements.  The Company does not
anticipate  the receipt of  operating  revenues  until  management  successfully
implements  its  business  plan,  which is not assured.  Further,  SDP may incur
significant unanticipated expenditures which deplete its capital at a more rapid
rate because of among other things,  the development stage of its business,  its
limited  personnel  and other  resources  and its lack of a clients  and  market
recognition.  Because of these and other factors, management is presently unable
to predict what  additional  costs might be incurred by the Company beyond those
currently  contemplated  to  obtain  additional  financing  and  achieve  market
penetration  on a  commercial  scale  in its  proposed  line of  business,  i.e.
automobile lease financing/funding.  SDP has no identified sources of funds, and
there can be no assurance  that  resources will be available to the Company when
needed.

     6.  Dependence on Management:  Director's  Lack of Experience in Automobile
Lease  Financing/funding.  The possible success of the Company is expected to be
largely dependent on the continued  services of, Mr. Charles Adams,  because Mr.
Mintmire,  the Company's sole director and executive officer,  does not have any
experience  or  expertise  in the  automobile  lease  finance/funding  industry.
Virtually all  decisions  concerning  the clients to contact,  the type of lease
financing/funding   programs  to  design  and  direct   marketing   material  to
disseminate and the  establishment  of a client profile  database by the Company
will be made or significantly  influenced by Mr. Adams. He is presently  serving
as manager of his own lease  finance/funding company amd is required to devote a


<PAGE>



significant  amount  of time to the  conduct  of that  company's  business.  Mr.
Mintmire  and Mr.  Adams are expected to devote only such time and effort to the
business  and  affairs of the  Company  as may be  necessary  to  perform  their
responsibilities  as executive  officers of SDP. The loss of the services of Mr.
Adams would  adversely  affect the  conduct of the  Company's  business  and its
prospects for the future.  The Company presently holds no key-man life insurance
on the lives of, and has no  employment  contract  or other  agreement  with Mr.
Mintmire or Mr. Adams.

     7. No Client  Base.  The Company  was only  recently  organized.  While SDP
intends to engage in the automobile lease finance/funding  industry, the Company
currently has no clients.  Further, the very limited funding currently available
to the  Company  will not  permit  it to  commence  business  operations  in the
automobile lease finance/funding  industry except on a very limited scale. There
can be no assurance that the debt and/or equity financing,  which is expected to
be required  by the  Company in order for SDP to continue in business  after the
expiration of the next six(6)to  nine(9)months,  will be available.  The Company
has no  clients  presently  and  there  can be no  assurance  that  it  will  be
successful  in  obtaining  clients in its  initial  prospective  marketing  area
encompassing  Palm  Beach  and  Broward  Counties.  SDP does not  expect to have
long-term contracts with any clients; thus, management believes that the Company
must,  in order to survive,  ultimately  obtain the loyalty of a large volume of
clients. The Company could be expected to experience  substantial  difficulty in
attracting  the high volume of clients in the  prospective  target  market which
would enable SDP to achieve commercial viability.  The Company will be dependent
upon Mr. Charles Adams, who has  approximately two and one-half (2 1/2) years of
experience in the automobile lease financing/funding industry. (See Part I, Item
1. "Description of Business," (b) "Business of Issuer - Business Strategy; and -
Sales and Marketing.")

     8. High Risks and  Unforeseen  Costs  Associated  with SDP's Entry into the
Automobile Lease  Finance/Funding  Industry.  There can be no assurance that the
costs  for  the  establishment  of a  client  base  or for  the  obtaining  of a
substantial  volume of direct automobile lease financing directly with consumers
by SDP will  not be  significantly  greater  than  those  estimated  by  Company
management. Therefore, the Company may expend significant unanticipated funds or
significant  funds may be expended by SDP without  development of a commercially
viable automobile lease  financing/funding  business.  There can be no assurance
that cost  overruns will not occur or that such cost overruns will not adversely
affect the Company.  Further,  unfavorable  general economic conditions and/or a
downturn in client  confidence has in the past had, and could be expected in the
future to have, an adverse  affect on client ability to sell  automobiles  which
could,  in  turn,   adversely  affect  the  Company's  business.   Additionally,
competitive  pressures  and changes in client mix,  among  other  things,  which
management  expects the Company to  experience  in the  uncertain  event that it
achieves  commercial  viability,  could reduce the Company's gross profit margin
from  time to time.  Accordingly,  there  can be no  assurance  that SDP will be
capable of establishing itself in a commercially viable position in local, state
and nationwide automobile lease financing/funding industry. (See Part I, Item 1.
"Description of Business," (b) "Business of Issuer", and "Seasonality.")

     9.  Conflict of Interest.  There are existing  and  potential  conflicts of
interest,  including  time,  effort and corporate  opportunity,  involved in the
participation by the Company's executive officers and director in other business
entities and  transactions.  Mr. Adams,  is the President and manager of his own



<PAGE>



lease finance/funding company, which by virtue of his relation to the Company is
an  affiliate  of the  Company,  will  divide  his time and effort  between  the
Company,  his existing  employment  agency and his other  business  obligations.
Accordingly,  Mr. Adams and Mr. Mintmire may become subject to direct  conflicts
of interest and the  corporate  opportunities  doctrine with respect to business
opportunities in the temporary  staffing business which come to their attention.
The Company's  Amended Articles of Incorporation  provide that any related party
contract or transaction must be authorized, approved or ratified at a meeting of
the Board of Directors by sufficient  vote thereon by directors  not  interested
therein or the  transaction  must be fair and  reasonable  to the  Company.  Mr.
Adams, who is not presently a director of SDP, has agreed,  in the event that he
is elected to serve as a director of the  Company in the  future,  that he would
abstain from voting on any related party contract or  transaction  involving his
existing  business.  Nevertheless,  assuming Mr. Adams' future election to SDP's
Board of Directors and his abstention  from voting on any related party contract
or transaction in accordance with his agreement,  it would still be possible for
the Board of  Directors  of the  Company,  by a vote of a  sufficient  number of
disinterested  directors,  to  authorize,  approve or ratify  such a contract or
transaction with Mr. Adams' existing business agency or any other affiliate even
if the terms were unfair to the Company and unreasonable.

     Because  of  the  existing  and/or  potential  future  associations  of the
Company's  executive  officers and  directors in various  capacities  with other
firms  involved in a range of business  activities and because of the limited or
minimal amount of time and effort which is expected to be devoted to the Company
by such persons, there are existing and potential conflicts of interest in their
acting as executive officers and directors of the Company. None of the executive
officers or the  directors of the Company  will be able to devote a  significant
amount of time or effort to the business  and affairs of the Company  because of
their  simultaneous  participation in, employment by and/or commitments to other
firms  involved  in a range of business  activities.  In  addition,  all of such
persons are or may become, in their individual capacities,  officers, directors,
controlling  shareholders  and/or partners of other entities (in addition to Mr.
Adams' existing business) involved in a variety of businesses which are engaged,
or may in the future engage, in various transactions,  or compete directly, with
the  Company.   Conflicts  of  interest  and  transactions   which  are  not  at
arm's-length  may arise in the future because the Company's  executive  officers
and/or  directors are involved in the management of any company which  transacts
business,  or  competes  directly  with,  the  Company.  (See  Part  I,  Item 1.
"Description of Business," (b) Business of Issuer General.")

     10.  Governmental  Regulation  and  Litigation.  The Company's  business is
subject to extensive federal,  state and local regulation and supervision.  Such
regulation,  among other things,  requires the Company to limit interest  rates,
fees and other charges  related to finance  contracts.  Such  regulations  exist
primarily  for the  benefit of  consumers,  rather  than for the  protection  of
dealers  of  finance  companies  and could  limit the  Company's  discretion  in
operating  its  business.   Noncompliance   with  any  applicable   statutes  or
regulations  could  result in the  suspension  or  revocation  of any license at
issue, as well as the imposition of civil fines and criminal penalties.

     The Company's automobile lease financing/funding activities in the State of
Florida are subject to existing  Florida  Statutes which limit the interest rate
which a lender may charge on consumer  finance  contracts.  Before expanding the
companies  operations to Atlanta,  Georgia, the company must consider the impact



<PAGE>



of usury laws in Georgia. To the extent that the interest rates and fees charged
by the Company  are limited by the  application  of maximum  allowable  interest
rates and charges that in the future may be lower than those  currently  charged
by the Company, the Company's financial condition, results of operations or cash
flows may be adversely affected. (See: "Potential for Unfavorable Interpretation
of Government  Regulations"  and Part I, Item 1.  "Description  of Business" (b)
"Business of Issuer-Industry Regulation)

     11. Ability to Grow. The Company expects to grow through  internal  growth,
by granting franchises and through acquisitions. The Company plans to expand its
business from its current location and by entry into other markets. There can be
no assurance  that the Company will be able to create a market  presence,  or if
such market  presence is created,  to profitably  expand its market  presence or
successfully enter other markets. The ability of the Company to grow will depend
on a number of factors, including the availability of working capital to support
such growth,  existing and emerging  competition  and the  Company's  ability to
maintain  sufficient  profit margins in the face of an increasingly  competitive
industry.   The  Company  must  also  manage  costs  in  a  changing  regulatory
environment,  adapt its  infrastructure  and systems to  accommodate  growth and
recruit and train qualified personnel.

     The  Company  also  plans  to  expand  its  business,   in  part,   through
acquisitions  primarily of  independently  owned and operated  automobile  lease
finance  businesses.  Although the Company will  continuously  review  potential
acquisition candidates, it has not entered into any agreement,  understanding or
commitment  with  respect  to any  acquisitions  at this  time.  There can be no
assurance  that  the  Company  will be able to  successfully  identify  suitable
acquisition candidates,  complete acquisitions on favorable terms, or at all, or
integrate  acquired  businesses into its operations.  Moreover,  there can be no
assurance  that  acquisitions  will not have a  material  adverse  effect on the
Company's  operating  results,  particularly in the fiscal quarters  immediately
following the  consummation  of such  transactions,  while the operations of the
acquired  business are being  integrated  into the  Company's  operations.  Once
integrated,   acquisitions  may  not  achieve  comparable  levels  of  revenues,
profitability  or  productivity  as at then existing  Companyowned  locations or
otherwise perform as expected.  The Company is unable to predict whether or when
any prospective  acquisition  candidate will become  available or the likelihood
that any  acquisitions  will be  completed.  The Company will be  competing  for
acquisition and expansion  opportunities  with entities that have  substantially
greater resources than the Company. In addition,  acquisitions  involve a number
of special risks, such as diversion of management's  attention,  difficulties in
the integration of acquired operations and retention of personnel, unanticipated
problems or legal  liabilities,  and tax and accounting  issues,  some or all of
which could have material adverse effects on the Company's results of operations
and financial condition.

     Franchise  growth poses the additional risk of the inability of the Company
to control  the  quality  of  services  provided  by its  franchise  associates.
Moreover,  the failure of any  franchise  associate to pay  royalties due to the
Company  could  have  a  material  adverse  effect  on the  Company's  financial
condition  and  results  of  operations  (See  Part I, Item 1.  "Description  of
Business (b) "Business Strategy.")

     At such time as the Company enters into franchise  agreements,  the Company
may be subject to claims asserting that it is vicariously liable for the damages
allegedly caused by the  franchisees.  Generally,  franchiser  liability for the



<PAGE>



acts or inactions of its franchisees are based on agency  concepts.  The Company
intends for its  franchise  agreements  to state that the parties are not agents
and that the franchisees control the day-to-day  operations of their businesses.
Furthermore,  it is intended  that the  franchise  agreements  will  require the
franchisees to undertake  certain efforts to inform the public that they are not
agents of the  Company  and that  they are  independently  owned  and  operated.
Moreover,  the  Company  will take  certain  additional  steps to  insulate  its
potential  liability  based on claims from the  franchisee's  conduct  including
requiring  the  franchisees  to  indemnify  the  franchiser  for such claims and
mandating  that the  franchisees  carry certain  insurance  coverage  naming the
Company as an additional insured.  Despite these efforts to minimize the risk of
vicarious  liability,  there can be no  assurance  that a claim will not be made
against the Company,  nor that the  indemnification  requirements  and insurance
coverage  will be  sufficient  to  cover  any  judgments,  settlements  or costs
relating to such a claim.

     12.  Competition.   The  market  for  financing   "credit-impaired"  and/or
"sub-prime" car buyers is highly competitive.  The Company's competitors include
local,  regional and national automobile dealers, used car finance companies and
other sources of financing for  automobile  purchases,  many of which are larger
and  have  greater   financial  and  marketing   resources   than  the  Company.
Historically,  commercial banks,  savings and loan associations,  credit unions,
captive  finance  subsidiaries  of automobile  manufacturers  and other consumer
lenders,  many of which have  significantly  greater resources than the Company,
have not competed for  financing  for  credit-impaired  used car buyers.  To the
extent that such lenders expand their activities in the credit-impaired  market,
the Company's financial condition,  results of operations or cash flows could be
materially and adversely affected.

     Many  of  the  Company's   competitors  have  significantly   greater  name
recognition and have greater  marketing,  financial and other resources than the
Company.  The Company  expects that there will be significant  consolidation  in
automobile  lease   financing/funding   of   credit-impaired   and/or  sub-prime
borrowers,  resulting in increased competition from larger national and regional
companies.  There can be no  assurance  that the Company will be able to compete
effectively  against  such  competitors  in the  future.  (See  Part I.  Item 1.
"Description of Business," (b) "Business of Issuer-Competition.")

     13.  Seasonal  Variations  in Results.  The Company  expects to  experience
higher  revenues  in its  first  and  second  quarters  because  of an  observed
correlation between federal income tax refunds and their use as down-payments on
the purchase of new and used  automobiles.  In addition,  the Company expects to
experience  lower revenues in the third and fourth quarters due to lower overall
economic activity. (See Part I, Item 1. "Description of Business", (b) "Business
of Issuer", "Seasonality.")

     14.  Sensitivity to Interest Rates. The Company's  revenues will be derived
from automobile lease  finance/funding  income which results from the difference
between  the rate of  interest  it pays on the funds it borrows  and the rate of
interest it earns pursuant to the finance contracts in its portfolio.  While the
finance  contracts that the Company  services bear interest at fixed rates,  the
Company's  indebtedness generally bears interest at floating rates. In the event
the Company's interest expense  increases,  the Company would seek to compensate



<PAGE>



for such increases by raising the interest  rates on its new finance  contracts.
To the extent the  Company  is unable to do so because of legal  limitations  or
otherwise,  the net margins on the Company's  finance  contracts would decrease,
thereby  adversely  affecting  the  Company's  financial  condition,  results of
operations or cash flows.

     15.  Business  Cycle  Exposure.   The  automobile   industry   historically
experiences  cyclical growth which follows general economic cycles.  In times of
economic downturns,  the automobile industry tends to experience similar periods
of decline  and  recession  as those  experienced  by the general  economy.  The
automobile  industry is greatly  influenced by consumer  confidence,  employment
rates,  general  economic   conditions,   interest  rates,  levels  of  personal
discretionary  spending and credit availability.  There can be no assurance that
the  automobile  industry will not experience  protracted  periods of decline in
sales in the  future.  Any  protracted  declines  will have an adverse  negative
impact on the Company's financial  condition,  results of operations and/or cash
flows.

     16. Lack of Working Capital Funding Source.  The Company expects to receive
payments  on the  automobile  lease  financing/funding  receivables  on a timely
basis. However, the nature of the sub-prime lending market will require that the
Company  plan for a reserve to be held for  non-performing  receivables.  In the
event that such reserve for non-performing  receivables increases  substantially
the Company's  working capital will be negatively  impacted  directly  impairing
operations.  In addition,  as new offices are established or acquired, or as the
existing office is expanded,  there will be increasing  requirements for cash to
fund the Company's  plans for  expansion.  The Company has no current  source of
working  capital  funds,  and should the Company be unable to secure  additional
financing on acceptable  terms, its business,  financial  condition,  results of
operations and liquidity would be materially adversely affected.

     17.  Absence of Public Market for Shares.  The  Company's  shares of Common
Stock are not registered with the U.S.  Securities and Exchange Commission under
the Act.  There is no  public  market  for the  shares  of  Common  Stock and no
assurance  that  one  will  develop.   Of  such  shares,   700,000  thereof  are
"free-trading"  because  of their  issuance  to  persons  unaffiliated  with SDP
pursuant to an exemption from registration  provided by Rule 504 of Regulation D
promulgated  under Section 3(b) of the Act and, the balance of 2,100,000 of such
shares are "restricted  securities."  Rule 144 of the Act provides,  in essence,
that  holders  of  restricted  securities,  for a period  of one year  after the
acquisition thereof from the Company or an affiliate of the Company,  may, every
three months,  sell to a market maker or in ordinary  brokerage  transactions an
amount  equal to one  percent  of the  Company's  then  outstanding  securities.
Non-affiliates of the Company who hold restricted securities for a period of two
years may sell their  securities  without regard to volume  limitations or other
restrictions. Resales of the free-trading shares of Common Stock by "affiliates,
control persons and/or  underwriters"  of SDP, as those terms are defined in the
Act,  will be subject to the volume  limitations,  described in paragraph (e) of
Rule 144.  Any  transfer or resale of the shares of SDP's  Common  Stock will be
subject,  in addition to the Federal  securities laws, to the "blue sky" laws of
each state in which such transfer or resale occurs.  A total of 2,100,000 shares
of the  Company's  Common  Stock will be  available  for  resale  under Rule 144
commencing  on October 20, 1999.  Sales of shares of Common Stock under Rule 144
may have a depressive  effect on the market price of the Company's Common Stock,
should a public  market  develop  for such stock.  Such sales also might  impede
future  financing by the Company.  (See Part I, Item 4.  "Security  Ownership of
Certain Beneficial Owners and Managers.")



<PAGE>




     18. No  Dividends.  While  payments of  dividends on the Common Stock rests
with the  discretion of the Board of Directors,  there can be no assurance  that
dividends  can or will ever be paid.  Payment of dividends is  contingent  upon,
among other things,  future earnings, if any, and the financial condition of the
Company,  capital  requirements,  general business  conditions and other factors
which cannot now be predicted.  It is highly unlikely that cash dividends on the
Common Stock will be paid by the Company in the foreseeable future.

     19. No Cumulative  Voting.  The election of directors  and other  questions
will be decided by a majority vote. Since cumulative voting is not permitted and
one-third  of the  Company's  outstanding  Common  Stock  constitute  a  quorum,
investors  who purchase  shares of the  Company's  Common Stock may not have the
power to elect even a single  director and, as a practical  matter,  the current
management will continue to effectively control the Company.

     20.  Control by  Present  Shareholders.  The  present  shareholders  of the
Company's  Common Stock will, by virtue of their  percentage share ownership and
the lack of cumulative  voting,  be able to elect the entire Board of Directors,
establish the Company's policies and generally direct its affairs.  Accordingly,
persons  investing in the Company's Common Stock will have no significant  voice
in Company  management,  and cannot be assured of ever having  representation on
the Board of  Directors.  (See Part I, Item 4.  "Security  Ownership  of Certain
Beneficial Owners and Managers.")

     21.  Potential  Anti-Takeover  and Other  Effects of Issuance of  Preferred
Stock May Be Detrimental to Common  Shareholders.  Potential  Anti-Takeover  and
Other  Effects of  Issuance  of  Preferred  Stock May Be  Detrimental  to Common
Shareholders.  The Company is  authorized  to issue up to  10,000,000  shares of
preferred  stock.  $.0001 par value per share  (hereinafter  referred  to as the
"Preferred  Stock");  none of which  shares has been  issued.  The  issuance  of
Preferred Stock does not require  approval by the  shareholders of the Company's
Common Stock. The Board of Directors,  in its sole discretion,  has the power to
issue  shares of  Preferred  Stock in one or more  series and to  establish  the
dividend  rates  and  preferences,   liquidation  preferences,   voting  rights,
redemption and conversion terms and conditions and any other relative rights and
preferences with respect to any series of Preferred Stock.  Holders of Preferred
Stock  may  have  the  right  to  receive  dividends,   certain  preferences  in
liquidation and conversion and other rights; any of which rights and preferences
may operate to the detriment of the  shareholders of the Company's Common Stock.
Further, the issuance of any shares of Preferred Stock having rights superior to
those of the  Company's  Common  Stock may result in a decrease  in the value of
market price of the Common Stock  provided a market  exists,  and  additionally,
could be used by the Board of Directors as an anti-takeover measure or device to
prevent a change in control of the Company.

     22. No Secondary Trading  Exemption.  In the event a market develops in the
Company's shares,  of which there can be no assurance,  secondary trading in the
Common Stock will not be possible in each state until the shares of Common Stock
are qualified for sale under the applicable  securities laws of the state or the
Company  verifies  that an  exemption,  such as listing  in  certain  recognized
securities  manuals,  is available for secondary trading in the state. There can
be no assurance that the Company will be successful in registering or qualifying



<PAGE>



the Common Stock for secondary  trading,  or availing itself of an exemption for
secondary  trading in the Common  Stock,  in any state.  If the Company fails to
register or qualify,  or obtain or verify an exemption for the secondary trading
of, the Common Stock in any particular  state,  the shares of Common Stock could
not be offered or sold to, or  purchased  by, a resident of that  state.  In the
event that a significant  number of states refuse to permit secondary trading in
the Company's  Common  Stock,  a public market for the Common Stock will fail to
develop and the shares could be deprived of any value.

     23.  Possible  Adverse  Effect of Penny Stock  Regulations  on Liquidity of
Common  Stock in any  Secondary  Market.  In the event a market  develops in the
Company's  shares,  of which  there  can be no  assurance,  then if a  secondary
trading market  develops in the shares of Common Stock of the Company,  of which
there can be no  assurance,  the Common  Stock is  expected  to come  within the
meaning of the term "penny  stock" under 17 CAR  240.3a51-1  because such shares
are issued by a small company; are low-priced (under five dollars);  and are not
traded on NASDAQ or on a national  stock  exchange.  The Securities and Exchange
Commission has  established  risk  disclosure  requirements  for  broker-dealers
participating in penny stock  transactions as part of a system of disclosure and
regulatory  oversight for the  operation of the penny stock  market.  Rule 15g-9
under the Securities Exchange Act of 1934, as amended, obligates a broker-dealer
to satisfy special sales practice requirements,  including a requirement that it
make an individualized  written  suitability  determination of the purchaser and
receive the purchaser's written consent prior to the transaction.  Further,  the
Securities  Enforcement  Remedies  and Penny Stock  Reform Act of 1990 require a
broker-dealer,   prior  to  a  transaction  in  a  penny  stock,  to  deliver  a
standardized  risk disclosure  instrument that provides  information about penny
stocks and the risks in the penny stock market. Additionally,  the customer must
be provided by the  broker-dealer  with current bid and offer quotations for the
penny stock,  the compensation of the  broker-dealer  and the salesperson in the
transaction  and monthly  account  statements  showing the market  value of each
penny stock held in the customer's account.  For so long as the Company's Common
Stock is considered penny stock, the penny stock  regulations can be expected to
have an adverse  effect on the  liquidity of the Common  Stock in the  secondary
market, if any, which develops.

Item 2. Description of Property.

     The  Company's  executive  offices are located at 1506  Briarhill  Lane NE,
Atlanta, Georgia 30324. Its telephone number is (404) 321-1192. The Company pays
no rent for this space. The Company owns no real or personal property.

Item 3.  Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property is the subject  which are pending,  threatened  or or
contemplated or any unsatisfied judgments against the Company.

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

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation of proxies or otherwise during the fiscal year ended September
30, 1999, covered by this report.



<PAGE>



Item 5. Market for Common Equity and Related Stockholder Matters.

    (a) Market Information.

     There has been no  established  public  trading market for the Common Stock
since the Company's inception on October 20,1997.

     (b) Holders.

     As of December 15, 1999, the Company had 20  shareholders  of record of its
2,800,000 outstanding shares of Common Stock.

     (c) Dividends.

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.


Item 6. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized  significant  revenues since its inception due to the fact that its key
executive,  Mr. Mintmire, until his graduation in August 1998, has been enrolled
as a full-time college student in the Masters of Business Administration program
at Georgia State University,  in Atlanta,  Georgia.  As a result, from inception
(October 20, 1997)  through  September  30, 1999,  the Company had only interest
income of $697.00 from a loan to a related party.  Total Company  operations and
operating  expenses as of September 30, 1999 were $11,659.  The Company proposes
to engage in the business of automobile lease financing/funding.

     Mr.  Charles  Adams,  consultant to SDP,  agreed to develop the  automobile
lease financing/funding business for the Company for the following, among other,
reasons:  (i)  because of his belief  that a public  company  could  exploit its
talents,  services and business  reputation to commercial  advantage and (ii) to
observe  directly  whether  the  perceived   advantages  of  a  public  company,
including,   among  others,  greater  ease  in  raising  capital,  liquidity  of
securities  holdings  and  availability  of current  public  information,  would
translate  into  greater   profitability   for  a  public,   as  compared  to  a
locally-owned lease finance/funding company.

     If the Company is unable to generate  sufficient revenue from operations to
implement  its  expansion  plans,  management  intends to explore all  available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities  offerings.  Depending upon the amount of revenue,
if any, generated by the Company, management anticipates that it will be able to
satisfy its cash  requirements  for the next  approximately  six (6) to nine (9)
months  without  raising  funds via debt and/or  equity  financing or from third



<PAGE>



party funding sources. Accordingly, management expects that it will be necessary
for SDP to raise additional  funds in the next six(6) months,  if only a minimal
level of revenue is generated in accordance with management's expectations.

     Mr. Adams, at least  initially,  will be solely  responsible for developing
SDP's automobile lease finance/funding business. However, at such time, if ever,
as sufficient operating capital becomes available,  management expects to employ
additional staffing and marketing personnel. In addition, the Company expects to
continuously  engage in market  research in order to monitor new market  trends,
seasonality  factors and other  critical  information  deemed  relevant to SDP's
business.

     In addition, at least initially,  the Company intends to operate out of the
home of Mr.  Mintmire.  Thus,  it is not  anticipated  that  SDP  will  lease or
purchase office space or computer  equipment in the foreseeable  future. SDP may
in the future establish its own facilities and/or acquire computer  equipment if
the necessary  capital  becomes  available;  however,  the  Company's  financial
condition does not permit management to consider the acquisition of office space
or equipment at this time.

Financial Condition, Capital Resources and Liquidity

     At  September  30,  1999,  the  Company  had assets  totaling  $13,200  and
liabilities  of  $952  attributable  to  accrued  legal  expenses,  organization
expenses and professional fees. Since the Company's  inception,  it has received
$23,000 in cash  contributed  as  consideration  for the  issuance  of shares of
Common  Stock.  SDP's working  capital is presently  minimal and there can be no
assurance that the Company's  financial  condition will improve.  The Company is
expected  to  continue  to have  minimal  working  capital or a working  capital
deficit as a result of current  liabilities.  The Company, at inception,  issued
2,000,000  shares  of the  Company's  Common  Stock  to Mr.  Mark  A.  Mintmire,
executive  officer and director of SDP, for the fair value of services  rendered
valued at $200.00. At the same time, Mr. Donald F. Mintmire, Esq., the Company's
legal  counsel,  received  100,000  shares  of the  Company's  Common  Stock for
services  valued by him at $500.00.  During April,  1998, the Company issued and
sold an  aggregate  of 300,000  shares of Common  Stock to Georgia  and  Florida
residents for cash consideration  totaling  $3000(260,000 shares to thirteen(13)
Georgia  residents  at $.01 per  share  and  40,000  shares  to one (2)  Florida
residents at $.01 per share). No underwriter was employed in connection with the
offering  and  sale of the  shares.  The  Company  claimed  the  exemption  from
registration  in connection  with each of the offerings  provided  under Section
3(b) of the Act and Rule 504 of  Regulation D  promulgated  thereunder,  Section
10-5-9(13) of the Georgia Code and Section 517.061(11) of the Florida Code.

     During  June,  1998,  the Company  issued and sold an  aggregate of 400,000
shares of Common  Stock to Florida  residents  for cash  consideration  totaling
$20,000,(200,000 shares to one(1) Florida resident at $.05 per share and 200,000
shares to two (2) Florida  corporations  at $.05 per share).  No underwriter was
employed in  connection  with the offering  and sale of the shares.  The Company
claimed the exemption from registration in connection with each of the offerings
provided  under Section 3(b) of the Act and Rule 504 of Regulation D promulgated
thereunder,  and Section 517.061(11) of the Florida Code. Even though management
believes, without assurance, that it will obtain sufficient capital with which


<PAGE>



to implement its business plan on a limited  scale,  the Company is not expected
to continue  in  operation  without an  infusion of capital.  In order to obtain
additional equity  financing,  management may be required to dilute the interest
of existing  shareholders or forego a substantial  interest of its revenues,  if
any.  (See  Part I,  Item 1.  "Description  of  Business";  See Part I,  Item 4.
"Security Ownership of Certain Beneficial Owners and Managers0" and Part I, Item
7. "Certain Relationships and Related Transactions.")

     The Company has no potential  capital resources from any outside sources at
the current  time.  In its initial  phase,  the Company  will operate out of the
facility  provided by Mr. Mintmire.  Mr. Adams will begin by finding clients for
the Company and instructing Mr. Mintmire in the operation of an automobile lease
financing/funding  business. To attract clients, Mr. Adams and Mr. Mintmire will
visit potential  clients in order to determine their lease financing  needs. The
Company will place  advertising in local area newspapers in Palm Beach County to
directly solicit  prospective  sub-prime and/or credit impaired auto buyers.  In
the event the  Company  requires  additional  capital  during  this  phase,  Mr.
Mintmire  has  committed  to fund the  operation  until such time as  additional
capital is available.  The Company believes that it will require six (6) to nine
(9) months in order to determine the market demand potential.

     The ability of the Company to continue as a going concern is dependent upon
its ability to obtain  clients who will utilize the Company's  automobile  lease
financing/funding  programs  and  whether  the  Company  can attract an adequate
number of direct  clients who will qualify for a lease  financing  program.  The
Company believes that in order to be able to expand its initial  operations,  it
must rent offices in Palm Beach County,  hire clerical staff and acquire through
purchase or lease computer and office equipment to maintain  accurate  financial
accounting  and client  data.  The Company  believes  that there is adequate and
affordable rental space available in Palm Beach County and sufficiently  trained
personnel to provide such clerical  services at affordable rates.  Further,  the
Company  believes  that the type of  equipment  necessary  for the  operation is
readily accessible at competitive rates.

     To implement such plan, also during this initial phase, the Company intends
to initiate a self-directed  private  placement under Rule 506 in order to raise
an additional $100,000.  In the event such placement is successful,  the Company
believes  that it will have  sufficient  operating  capital to meet the  initial
expansion goals and operating costs for a period of one (1) year.

 Net Operating Losses

     The Company has net operating  loss  carry-forwards  of $6,543  expiring at
September 30, 2018 and $4,419  expiring at September 30, 2019. The company has a
$1,300 and $900  deferred tax asset as of September  30, 1999 and  September 30,
1998,  respectively,  resulting from the loss  carry-forwards,  for which it has
established a 100% valuation  allowance.  Until the Company's current operations
begin to produce  earnings,  it is unclear as to the  ability of the  Company to
utilize such carry-forwards.

Year 2000 Compliance

     The Company is  currently  in the  process of  evaluating  its  information
technology for Year 2000  compliance.  The Company does not expect that the cost
to modify its information  technology  infrastructure  to be Year 2000 compliant



<PAGE>



will be  material  to its  financial  condition  or results of  operations.  The
Company does not  anticipate  any material  disruption  in its  operations  as a
result of any failure by the Company to be in compliance.

Forward-Looking Statements

     This Form 10-KSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the  control of the  Company.  Consequently,  all of the  forward-looking
statements made in this Form 10-KSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or  operations.  The Company  assumes no obligations to update any such
forward-looking statements.

Item 7.  Financial Statements

     The  Financial  Statements  of SD  Products,  Inc.,  and Notes to Financial
Statements  together  with the  Independent  Auditor's  Report  of  Durland  and
Company,  CPA's, P.A.,  required by this Item 13 commence on page F-1 hereof and
are  incorporated  herein by this reference.  The Financial  Statements filed as
part of this  Report  on Form  10-KSB  are  listed  in the  Index  to  Financial
Statements below:

Item 8. Changes In and Disagreements With Accountants on Accounting and
           Fincnaial Disclosure

     Because the Company has been generally inactive since its inception, it has
had no  independent  accountant  until  the  retention  in 1998 of  Durland  and
Company,  CPA's, P.A., 340 Royal Palm Way, 3rd Floor, Palm Beach, Florida 33480.
There has been no change in the  Company's  independent  accountant  during  the
period  commencing with the Company's  retention of Durland and Company,  CPA's,
P.A., through the date hereof.




<PAGE>





                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report........................................F-2

Balance Sheets......................................................F-3

Statements of Operations............................................F-4

Statements of Changes in Stockholders' Equity.......................F-5

Statements of Cash Flows............................................F-6

Notes to Financial Statements.......................................F-7







<PAGE>



                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
SD Products Corporation
Atlanta, Georgia

We have audited the accompanying  balance sheets of SD Products  Corporation,  a
development stage enterprise,  as of September 30, 1999 and 1998 and the related
statements of operations, changes in stockholders' equity and cash flows for the
years then ended.  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 SD Products  Corporation as of
September 30, 1999 and 1998 and the results of its operations and its cash flows
for the years  then  ended 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 5 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 5. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Durland & Company, CPAs, P.A.
-------------------------------------------
Durland & Company, CPAs, P.A.
Palm Beach, Florida
December 13, 1999





                                       F-1

<PAGE>


<TABLE>
<CAPTION>

                             SD Products Corporation
                        (A Development Stage Enterprise)
                                 Balance Sheets
                                  September 30,




                                                                         1999                  1998
                                                                ----------------------- -------------------
                                     ASSETS
CURRENT ASSETS
<S>                                                             <C>                     <C>
   Cash                                                         $                13,200 $             2,074
   Loan and accrued interest  receivable - related party                              0              18,093
                                                                ----------------------- -------------------

     Total current assets                                                        13,200              20,167
                                                                ----------------------- -------------------

Total Assets                                                    $                13,200 $            20,167
                                                                ======================= ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accrued expenses                                             $                   452 $             3,000
   Accrued expenses - related party                                                 500                 500
                                                                ----------------------- -------------------

     Total current liabilities                                                      952               3,500
                                                                ----------------------- -------------------

Total Liabilities                                                                   952               3,500
                                                                ----------------------- -------------------

STOCKHOLDERS' EQUITY
   Preferred stock, $0.0001 par value, authorized 10,000,000
     shares: none issued                                                              0                   0
   Common stock, $0.0001 par value, authorized 50,000,000
     shares: 2,800,000  issued and outstanding                                      280                 280
   Additional paid-in capital                                                    22,930              22,930
   Deficit accumulated during the development stage                             (10,962)             (6,543)
                                                                ----------------------- -------------------

     Total Stockholders' Equity                                                  12,248              16,667
                                                                ----------------------- -------------------

Total Liabilities and Stockholders' Equity                      $                13,200 $            20,167
                                                                ======================= ===================
</TABLE>


                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-2

<PAGE>


<TABLE>
<CAPTION>

                             SD Products Corporation
                        (A Development Stage Enterprise)
                            Statements of Operations
           For the Year and Period Since Inception Ended September 30,



                                                                                             Period from
                                                                                           October 20, 1997
                                                                                         (Inception) through
                                                   1999                  1998             September 30, 1999
                                            -------------------  -------------------- ----------------------
<S>                                         <C>                  <C>                  <C>
Revenues                                    $                 0  $                  0 $                    0
                                            -------------------  -------------------- ----------------------

Expenses
  General and administrative expenses                     1,466                 6,426                  7,892
  Legal fees - related party                                500                    10                    510
  Professional fees                                       3,057                   200                  3,257
                                            -------------------  -------------------- ----------------------

    Total expenses                                        5,023                 6,636                 11,659
                                            -------------------  -------------------- ----------------------

Loss from operations                                     (5,023)               (6,636)               (11,659)

Other income (expense)
    Interest income - related party                         604                    93                    697
                                            -------------------  -------------------- ----------------------

Net loss                                    $            (4,419) $             (6,543)$              (10,962)
                                            ===================  ==================== ======================
Net loss per weighted average share, basic  $              (.00) $                (.00$                   (.00)
                                            ===================  ==================== ======================
Weighted average number of shares                     2,800,000             2,424,986              2,617,014
                                            ===================  ==================== ======================
</TABLE>











                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-3

<PAGE>



<TABLE>
<CAPTION>

                             SD Products Corporation
                        (A Development Stage Enterprise)
                  Statement of Changes in Stockholders' Equity
       Period From October 20, 1997 (Inception) through September 30, 1999



                                                                                                      Deficit
                                                                                                      Accumulated
                                                                                       Additional     During the    Total
                                               Number of      Preferred   Common       Paid-in        Development   Stockholders'
                                               Shares         Stock       Stock        Capital        Stage         Equity
                                               -------------  ----------- ------------ -------------- ------------- -------------
<S>                                            <C>            <C>         <C>          <C>            <C>           <C>
BEGINNING BALANCE,
October 20, 1997 (Inception)                               0  $         0 $          0 $            0 $           0 $           0

   October 20, 1997 - services ($0.0001/sh)        2,100,000            0          210              0             0           210
   April 7, 1998 - cash ($0.01/sh)                    20,000            0            2            198             0           200
   April 8, 1998 - cash ($0.01/sh)                   100,000            0           10            990             0         1,000
   April 11, 1998 - cash ($0.01/sh)                   40,000            0            4            396             0           400
   April 12, 1998 - cash ($0.01/sh)                   40,000            0            4            396             0           400
   April 13, 1998 - cash ($0.01/sh)                   20,000            0            2            198             0           200
   April 14, 1998 - cash ($0.01/sh)                   40,000            0            4            396             0           400
   April 15, 1998 - cash ($0.01/sh)                   20,000            0            2            198             0           200
   April 17, 1998 - cash ($0.01/sh)                   20,000            0            2            198             0           200
   June 24, 1998 - cash ($0.05/sh)                   300,000            0           30         14,970             0        15,000
   June 29, 1998 - cash ($0.05/sh)                   100,000            0           10          4,990             0         5,000

Net loss -1998                                             0            0            0              0        (6,543)       (6,543)
                                               -------------  ----------- ------------ -------------- ------------- -------------

BALANCE, September 30, 1998                        2,800,000            0          280         22,930        (6,543)       (6,543)

Net loss - 1999                                            0            0            0              0        (4,419)       (4,419)
                                               -------------  ----------- ------------ -------------- ------------- -------------

ENDING BALANCE, September 30, 1999                 2,800,000  $         0 $        280 $       22,930 $     (10,962)$      12,248
                                               =============  =========== ============ ============== ============= =============
</TABLE>






                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-4

<PAGE>


<TABLE>
<CAPTION>

                             SD Products Corporation
                        (A Development Stage Enterprise)
                             Statement of Cash Flows
           For the Year and Period Since Inception Ended September 30,


                                                                                                    Period from
                                                                                                    October 20, 1997
                                                                                                    (Inception) through
                                                                              1999          1998    September 30, 1999
                                                                        ------------- ------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>           <C>           <C>
Net loss                                                                $      (4,419)$      (6,543)$           (10,962)
Adjustments to reconcile net loss to net
  cash used for operating activities:
       Stock issued for services                                                    0            10                  10
       Stock issued for services - related party                                    0           200                 200
Changes in operating assets and liabilities:
       (Increase) decrease accrued interest receivable - related party             93           (93)                  0
       Increase (decrease) accrued expenses                                    (2,548)        3,000                 452
       Increase (decrease) accrued expenses - related party                         0           500                 500
                                                                        ------------- ------------- -------------------
Net cash used by operating activities                                          (6,874)       (2,926)             (9,800)
                                                                        ------------- ------------- -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
  (Advance to) repayment from related party                                    18,000       (18,000)                  0
                                                                        ------------- ------------- -------------------
Net cash (used) provided by investing activities                               18,000       (18,000)                  0
                                                                        ------------- ------------- -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                         0        23,000              23,000
                                                                        ------------- ------------- -------------------

Net cash provided by financing activities                                           0        23,000              23,000
                                                                        ------------- ------------- -------------------

Net increase in cash                                                           11,126         2,074              13,200

CASH, beginning of period                                                       2,074             0                   0
                                                                        ------------- ------------- -------------------

CASH, end of period                                                     $      13,200 $       2,074 $            13,200
                                                                        ============= ============= ===================
</TABLE>


                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-5

<PAGE>



                             SD Products Corporation
                        (A Development Stage Enterprise)
                          Notes to Financial Statements

(1) Summary of Significant Accounting Principles
      The  Company SD Products  Corporation is a Florida  chartered  development
           stage  corporation  which conducts  business from its headquarters in
           Atlanta, Georgia. The Company was incorporated on October 20, 1997.

           The  Company  has not yet  engaged in its  expected  operations.  The
           Company's future operations will be to provide automobile leasing for
           various  consumer   groups.   Current   activities   include  raising
           additional  equity and  negotiating  with potential key personnel and
           facilities.  There is no assurance  that any benefit will result from
           such activities.  The Company will not receive any operating revenues
           until the commencement of operations,  but will nevertheless continue
           to incur expenses until then.

           The following summarize the more significant accounting and reporting
policies and practices of the Company:

           a)   Start-up   costs  Costs  of   start-up   activities,   including
           organization  costs,  are expensed as incurred,  in  accordance  with
           Statement of Position (SOP) 98-5.

           b) Net loss per share Basic is  computed by dividing  the net loss by
           the weighted average number of common shares  outstanding  during the
           period.

           c) Use of estimates  The financial  statements  have been prepared in
           conformity  with  generally  accepted   accounting   principles.   In
           preparing  the financial  statements,  management is required to make
           estimates and assumptions  that affect the reported amounts of assets
           and  liabilities  as of the  date  of  the  statements  of  financial
           condition and revenues and expenses for the period then ended. Actual
           results may differ significantly from those estimates.

(2)        Loan  Receivable  The  Company  authorized  a loan in the  amount  of
           $18,000  to a related  party at the rate of 9% per year,  payable  on
           demand.  Interest of $93 was accrued at September 30, 1998.  The loan
           principal and accrued interest were paid in full in fiscal 1999.

(3)        Stockholders' Equity The Company has authorized  50,000,000 shares of
           $0.0001 par value common stock and  10,000,000  shares of $0.0001 par
           value preferred  stock.  Rights and privileges of the preferred stock
           are to be determined by the Board of Directors prior to issuance. The
           Company  had  2,800,000  shares  of  common  stock  and 0  shares  of
           preferred  stock issued and  outstanding  at September 30, 1999.  The
           Company,  on October 20, 1997,  issued  2,000,000  shares to its sole
           Officer and Director for the value of services rendered in connection
           with the  organization of the Company.  On the same date, the Company
           issued 100,000 shares for the value of consulting  services  rendered
           in connection with the  organization  of the Company.  In April 1998,
           the Company  issued 300,000 shares of common stock at $0.01 per share
           for $3,000 in cash. In June 1998,  the Company  issued 400,000 shares
           of common stock at $0.05 per share for $20,000 in cash.

(4)        Income  Taxes  Deferred  income  taxes  (benefits)  are  provided for
           certain income and expenses which are recognized in different periods
           for  tax  and  financial  reporting  purposes.  The  Company  has net
           operating   loss   carry-forwards   for   income  tax   purposes   of
           approximately  $6,543,  expiring  at  September  30,  2018 and $4,419
           expiring at September 30, 2019.

           The amount  recorded as deferred tax assets is  approximately  $1,300
           and  $900  as  of  September   30,  1999  and   September  30,  1998,
           respectively,  which represents the amount of tax benefit of the loss
           carryforward.  The Company has established a 100% valuation allowance
           against  this  deferred  tax asset,  as the Company has no history of
           profitable operations.



                                       F-6

<PAGE>



                             SD Products Corporation
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(5)        Going Concern As shown in the accompanying financial statements,  the
           Company  incurred a net loss of $10,962 for the period  from  October
           20, 1997 (Inception)  through  September 30, 1999. The ability of the
           Company to continue as a going concern is dependent  upon  commencing
           operations  and  obtaining  additional  capital  and  financing.  The
           financial  statements  do not include any  adjustments  that might be
           necessary  if the Company is unable to  continue as a going  concern.
           The Company is currently  seeking  financing to allow it to begin its
           planned operations.

(6)        Related parties  Counsel to the Company  directly owns 100,000 shares
           of the Company,  and  indirectly  owns 100,000  shares in the Company
           through  the 100%  sole  ownership  of the  common  stock of  another
           company that has invested in the Company.  Also, counsel's adult son,
           sole  Officer and Director of the Company,  directly  owns  2,020,000
           shares in the Company.

           As  discussed  in Note 2, the  Company  extended  a loan,  which  was
repaid, to a company under common control.

           Related  party  balances and amounts for the period since  inception,
           (October 20, 1997), ended September 30, 1999 are as follows:

<TABLE>
<S>                                            <C>
Professional fees payable - related party      $                     510
                                               =========================
Organizational costs - related party           $                     245
                                               =========================
Interest earned - related party                $                     697
                                               =========================
</TABLE>







                                       F-7

<PAGE>



Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
            With Section 16(a) of the Exchange Act.

Executive Officers and Directors

     Set  forth  below are the  names,  ages,  positions  with the  Company  and
business experiences of the executive officers and directors of the Company.

Name                Age          Position(s) with Company
- ----              ---          ------------------------
Mark A. Mintmire    28           President, Secretary, Chief
                                 Executive Officer & Director

Charles Adams       33           Consultant(4)(5)

(3)  Except  for Mr.  Adams the  Company's  key  consultant;  who had no role in
founding or organizing the Company,  the above-named  person may be deemed to be
"promoters"  and "parents" of the Company,  as those terms are defined under the
Rules and  Regulations  promulgated  under the Act.  (4) Mr. Adams acts as a Key
consultant of the Company.


     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Director.  Mr. Mintmire and Mr. Adams will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

     Aside from the above officer and director, there are no other persons whose
activities  will be material to the  operations of the Company at this time. Mr.
Mintmire is the sole "promoter" of the Company as such term is defined under the
Act.

Family Relationships

     There are no family  relationships  between or among the executive officers
and director of the Company.

Business Experience

     Mark A. Mintmire has served as the sole  Executive of the Company since its
inception(October 20, 1997).

     Mr Mintmire  has served as the  President,  Treasurer  and  Director of the
Company since its inception on October 20, 1997. As such he acts as the CEO, CFO
and  Principal  Accounting  Officer.  Mr.  Mintmire  was enrolled as a full time
Masters of Business Administration student at Georgia State University, Atlanta,
Georgia,  until August 1998 concentrating in Finance.  Mr. Mintmire is an active
consultant to a number of companies  including:  Global  Equity  funds,  Ltd., a
small private investment banking group located in Calgary, Canada; Paradigm



<PAGE>


Sales and  Marketing  Corporation,  located in  Hattiesburg,  Mississippi;  and,
Bio-Solutions  International,  Inc., located in Denver,  Colorado.  For the time
period from 1993  through  September,  1997 Mr.  Mintmire  formed,  financed and
operated  a bar  and  restaurant  in  Atlanta,  Georgia,  with an  investor  and
operational  group. Mr. Mintmire sold this interest in the bar and restaurant in
September,   1997,  to  attend  graduate  school.  Mr.  Mintmire  has  extensive
experience in computer based capital budgeting and financial forecasting.

     Mr.  Charles  Adams has served since the Company's  inception  (October 20,
1997) as the Company's key consultant.

     Since October  1997,  Mr. Adams has engaged in private  business  ventures,
mostly in the area of finance. Through his company, Adams Inc., which was formed
in October,  1997, he is currently providing  consulting services and commercial
equipment leasing.  Mr. Adams specializes in financing equipment which is placed
with end users. From October 1997 until the present, Mr. Adams has been employed
by Carcorp,  Inc. which is one of only two lenders who provide  commercial paper
for  Bombardier,  Inc.,  under  operating  leases for lear jets and other  major
aviation  equipment.  Mr. Adams is the Director of Finance of Carcorp,  Inc. and
has a staff of eight (8) working under him. In this capacity, Mr. Adams arranges
the operating leases for rolling stock, large commercial equipment, aviation and
commercial  marine end users.  From 1995  through  October  1997,  Mr. Adams was
independently  engaged in commercial leasing of limousines and limousine fleets.
From 1996 through  October  1997,  he also was employed by Ed Morse as the Fleet
Manager for the Jeep operations.  From 1993 through 1995, Mr. Adams was employed
by Palm Beach Lincoln  Mercury in sales.  Prior to  relocating to Florida,  from
1991  through  1993 Mr.  Adams was  employed by Alpha Zeta Trust in  California,
where  he was  responsible  for  the  acquisition  of  commercial  real  estate,
including  negotiations of sale and arrangement of bridge financing.  During Mr.
Adams  employment,  Alpha Zeta Trust acquired two large loan pools from the Real
Estate  Investment  Trust.  The  profitable  part of these  pools were sold at a
substantial  profit,  while the non performing loans were foreclosed.  From 1988
through 1991, Mr. Adams independently engaged in the acquisition of real estate.
During the same period he was  employed by  Porsche,  Audi,  Ferrari in Woodland
Hills, California as a salesman. In this capacity, Mr. Adams was responsible for
all aspects of the  automobile  acquisition,  including  arranging  the purchase
financing.  Mr. Adams  attended Los Angeles Valley College for two (2) years and
took marketing and sales  extension  courses at the University of California Los
Angeles.

Compliance  with  Section  16(a)  of the  Securities  Exchange  Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than  10%   shareholders  are  required  by  Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  Mr. Mintmire  comprises all of the Company's
executive  officers,  directors  and greater than 10%  beneficial  owners of its
common Stock, and has complied with Section 16(a) filing requirements applicable
to him during the  Company's  fiscal  year ended  September  30,  1998 up to the
second quarter ended March 31, 1999.




<PAGE>



Item 10.  Executive Compensation

     The  Company,  in  consideration  for various  services  performed  for the
Company,  issued to Mr. Mark A. Mintmire,  the Company's sole executive  officer
and/or director  2,000,000 shares of restricted common stock. The Company issued
100,000 shares of unrestricted common stock to Mr. Adams for consulting services
performed  and costs  incurred  by Mr.  Adams on behalf of SDP.  Except  for the
above-described  compensation,  it is not anticipated that any executive officer
of the Company  will  receive any cash or non-cash  compensation  for his or her
services  in all  capacities  to the  Company  until  such  time as the  Company
commences business operations.  At such time as SDP commences operations,  it is
expected  that the Board of Directors  will approve the payment of salaries in a
reasonable amount to each of its officers for their services in the positions of
President/Treasurer, Executive Vice President and Secretary respectively, of the
Company.  At such time, the Board of Directors may, in its  discretion,  approve
the payment of  additional  cash or non-cash  compensation  to the foregoing for
their services to the Company.

     The Company does not provide  officers  with  pension,  stock  appreciation
rights, long-term incentive or other plans but has the intention of implementing
such plans in the future.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 31, 1999,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company  to be the  beneficial  owner of more  than  five  per cent  (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of Common Stock
beneficially owned.

<TABLE>
<S>                                   <C>                 <C>
                                      Amount
Name and Address of                   Beneficially        Percent of
Beneficial Owner                      Owned               Class (1)
    ----------------                  -----               ---------
Mark A. Mintmire      (2)(3)          2,020,000             72.14%
1506 Briarhill Lane NE
Atlanta, Georgia 30324

All Executive Officers, Directors     2,020,000             72.14%
-------------------
</TABLE>
(1) Based  upon  2,800,000  shares of the  Company's  Common  Stock  issued  and
outstanding as of Decemer 15, 1999.
(2) Sole Executive and Director of the Company.

Item 12.  Certain Relationships and Related Transactions:

           On October 20,  1997,  at  inception,  the Company  issued  2,000,000
shares of  restricted  Common Stock to Mr. Mark A.  Mintmire,  the President and
Treasurer of the Company and record and beneficial owner of approximately 75.71%


<PAGE>



of the  Company's  outstanding  Common  Stock,  in  consideration  and  exchange
therefore for services in connection with the  organization of SDP performed for
the Company by him.

     On October 20, 1997,  the Company  issued  100,000  shares of  unrestricted
Common Stock to Mr.  Donald F.  Mintmire,  the legal  counsel of the Company and
record and beneficial owner of approximately 3.57% of the Company's  outstanding
Common Stock,  in exchange for services for the Company in  connection  with the
organization of SDP valued by him at $500.

     On October 20, 1997,  the Company  issued  100,000  shares of  unrestricted
Common Stock to Mr. Charles Adams,  the key consultant of the Company and record
and beneficial owner of approximately 3.57% of the Company's  outstanding Common
Stock, in consideration  and exchange  therefore for services in connection with
the organization of SDP performed for the Company by him.

     On April  14,  1998,  the  Company  sold for $200 in cash a total of 20,000
shares of unrestricted Common Stock to Mark A. Mintmire,  the sole executive and
director of the Company,  and the record and beneficial  owner of  approximately
72.14%  of  the  Company's   outstanding  Common  Stock,  for  certain  business
consulting services performed for the Company valued at $200.

     At the current time,  the Company has no provision to issue any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such  stock  for the Rule 506  offerings  contemplated  to  implement  continued
expansion,  for acquisitions and for properly approved employee  compensation at
such time as such plan is adopted. (See Part I, Item 1. "Description of Business
- (b) Business of Issuer.")  contemplated or any unsatisfied  judgments  against
the Company.

Item 13.  Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, are described in the following index of exhibits,  are incorporated  herein
by reference, as follows:

Exhibit No.  Description
----------   ----------------------------------------

3.(i).1      Articles of Incorporation of SD Products Corp.
             filed October 20, 1997(1)

3.(i).2      Articles of Amendment to the Articles of Incorporation of
             SD Products Corp. filed April 30, 1999 (1)

3.(ii)       Bylaws of SD Products Corp.(1)

27           Financial Data Schedule




<PAGE>


(1) Incorporated herein by reference to the Registration Statement on Form 10-SB
of SD Products  Corp.(File  No.  0-26021),  filed with the U.S.  Securities  and
Exchange Commission.

    (b) No Reports on Form 8-K were filed during the fiscal year ended September
30, 1999, covered by this Annual Report on Form 10-KSB.


                                   SIGNATURES
                                   ----------


           In  accordance  with  Section 13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                          SD PRODUCTS, CORP.
                                          (Registrant)


Date: December 28, 1999                   By: /s/ Mark A. Mintmire
                                          --------------------------------
                                          Mark A. Mintmire, President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

        Date          Signature                    Title
        ----          ---------                    -----

December 28, 1999     By: /s/ Mark A. Mintmire
                         -----------------------   President, Director
                          Mark A. Mintmire         Secretary and Treasurer