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, 2001

[_]  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.)

2958 Braithwood Court
Atlanta, Georgia                                           30345
----------------------------------------            ----------------------------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number (770) 414-9596

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:
                                      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, 2001,  682,500 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.












                                        2



<PAGE>



Part I

Item 1. Description of Business.

(a)  Business Development.

     SD Products  Corp.  was organized  under the laws of Florida on October 20,
1997 by Mr. Mark A. Mintmire, our executive officer and director. The purpose of
the  business  is to  provide  a  lending  source  for the  purchase  of  leased
automobiles,  including limousines.  Currently a developmental stage company, we
plan to conduct  business  initially in Florida and Georgia  later opening up to
selected areas  nationwide.  Eventually,  we intend to be able to provide a full
spectrum of lease financing services such as direct leasing, providing insurance
and maintenance and repair work for our clients.

Business Objective

     Our  objective  is to become a  significant  provider of  automobile  lease
financing  for the sub- prime and  credit-  impaired  car buyer.  This market is
comprised of those car buyers with credit risks that would not be  acceptable to
major  lenders such as General  Motors Credit  Corporation  or Ford Motor Credit
Corporation.

     Our  services  will be  initially  be  offered  in Palm  Beach and  Broward
Counties,  Florida;  expanding to Atlanta, Georgia; then to adjacent counties in
south Florida;  and eventually  throughout  Florida,  Georgia and selected areas
nationwide.  To achieve  this  objective,  we intend to provide a  comprehensive
package  of  automobile  lease  financing   programs  to  both  dealerships  and
individuals,  focusing on Palm Beach and Broward Counties which have high growth
opportunities.  The Company's  executive  offices are presently  located at 2958
Braithwood  Court,  Atlanta,  Georgia  30345 and its  telephone  number is (770)
414-9596.

     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.



                                        3

<PAGE>



     The Company  undertook its first public offering of a minimum of 100,000 to
a maximum of  1,000,000  shares of Common  Stock  pursuant to Rule 415 under the
Securities  Act of 1933 on October 6, 2000. An SB-1  Registration  Statement was
filed with the SEC in  accordance  with the 1933 Act which  became  effective on
October 13, 2000. A Post-Effective  Amendment No.2 to the Form SB-1 Registration
Statement was filed with the SEC in  accordance  with the 1933 Act on October 5,
2001. The proceeds of the offering are expected to be used to continue  business
operations  and expand the scope of the  business  with  particular  emphasis on
enhancing the Company's credit lines.

     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.

(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. These individuals will devote such
time and effort as may be necessary to participate in the day-to-day  management
of the  Company.  The Company  proposes to engage in business as the provider of
financing/funding for automobile leases.

Business Strategy

The Initial Phase of Operations

     This phase will consist of  development  of  clientele  for the purchase of
leased  automobile and limousines in Palm Beach and Broward  Counties,  Florida.
Once  funded,  this phase is expected to take about six months.  We believe this
offering  will  include  enough  funding  to  generate  cash flow to fund  those
operations.

     If we are able to generate enough proceeds during this offering, we plan to
open one additional  office in Florida each quarter until we have four operating
offices.  The third  office  will be  located  in Martin  County  since  that is
immediately  adjacent to Palm Beach and Broward County.  We will open the fourth
office in Dade County. Mr. Adams will manage these operations.  Management plans
to closely monitor company operations for approximately one year. If each of the
operations  is  capable  of  sustaining  itself,  we intend  to seek  additional
financing  through the offering of additional  equity  securities,  conventional
bank financing, small business administration financing,  venture capital and/or
the private placement of corporate debt.



                                        4

<PAGE>



Intermediary Stage of  Operations

     The  intermediary  stage of operations will require  additional  funding to
open new  locations.  We will  finance this phase from funds raised in excess of
the  minimum in this  offering  and any income  from  operations.  This phase is
expected to begin immediately after the initial phase.

     We intend to open the first office outside of Florida in Atlanta,  Georgia.
Mr. Mintmire  already has business  activities in that area and is familiar with
the  business  environment  there.  Mr.  Mintmire  will  supervise  the  Atlanta
operation and generally oversee the Florida operation.

     We  believe  that the  additional  funding  from  this  offering  should be
sufficient  to cover these  increased  costs for up to nine months.  These funds
will be used to open a third  and  fourth  Atlanta  office  during  the next two
quarters, then expand into Martin County and Indian River County. It is also our
intention  to  increase  advertising  and  promotional  costs and add a regional
manager to oversee these additional  operations.  In addition, to be competitive
with other automobile lease finance  companies,  we believe we must implement an
employee benefit  program.  We believe that this expansion could achieve similar
economies on the same scale as those anticipated by the Palm Beach,  Broward and
Dade Counties expansion.

     Our  primary  revenues  during  this  stage  will come from our  ability to
purchase discounted automobile lease contracts and receivables from car dealers,
bundle these contracts and receivables and sell these pools of securities in the
secondary market. Pursuing these revenue sources require a significant amount of
up-front money. It is likely that it we will expend a great deal of time,  money
and resources  before we can purchase and bundle a pool of  securities.  We will
expend additional, perhaps even greater time and resources in finding a suitable
buyer for such a bundle.

     Our  secondary  revenue  source  will come  from the  interest  charged  to
purchasers we finance directly. However, we will need to establish a significant
client base in order for this endeavor to prove  lucrative.  We intend to bundle
the automobile  lease financing  receivables we acquire into pools of securities
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 an  institution  or
individual  buyer.  This  re-selling of receivables  will enable us to reuse the
cash which we will re-commit to the purchase  additional  automobile  leases and
contracts  or to use to finance  sub-prime  and credit-  impaired  clients on an
individual basis.

Plans for Acquiring Existing Businesses

     In the event we are  successful  in securing the  additional  financing for
long term expansion,  we plan to seek out  acquisitions  of businesses  which we
believe will complement our overall  strategy inside and outside of Florida.  We
eventually  intend to expand  operations to encompass the entire United  States.
When we expand our automobile  lease finance market outside of Florida,  we will
be  required  to  comply  with  applicable  usury  and  related  consumer  fraud
regulations in each additional state.


                                        5

<PAGE>



Acquisitions

     We expect to increase market  penetration  through  internal  expansion and
thereafter through selected acquisitions.  These acquisitions could include both
new and used car dealerships as well as finance  companies.  We believe that, in
the current market,  expansion into markets beyond the state of Florida could be
especially  attractive if 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, even if we are successful in establishing a presence
in our targeted markets, we will be able to profitably penetrate these markets.

     We 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.  If acquisition candidates are
subject to public reporting requirements,  the pool of potential acquisitions or
merger  candidates is reduced since these  transactions  require that  certified
financials be provided for the acquiring, acquired or merging candidate within a
specified  period of time.  That is why we intend  to  expand  through  internal
operations through the short and intermediary term. When we do seek acquisitions
or mergers,  we will limit the search 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.

Reverse Merger as a Means of Expansion

     In order to aid our ability to expand,  we may seek a reverse merger with a
larger,  public  company.  While we have no  present  intention  to seek  such a
merger, if an appropriate vehicle were to become known, we would consider such a
merger.

Franchises

     If sufficient capital is acquired,  we intend to begin seeking acquisitions
of independently  owned and operated  automobile lease finance businesses within
two years.  These  franchises  will decrease our day-to-day  operating  costs by
assuming the  responsibility for their own operations while paying us royalties.
In  addition,   the  more  franchises  offices  we  acquire,  the  more  readily
recognizable our brand name becomes in the marketplace by consumers.

Risks Associated with Expansion

     The potential  investor should be aware that we may incur large liabilities
which would increase as our geographic  coverage  expands.  Further,  we believe
this expansion would, in due course,  place us in a position to be a major force
in Florida and Georgia in funding higher risk  automobile and limousine  leases.
If this expansion is implemented,  Mr. Adams and Mr. Mintmire  believe they will
be able to oversee the operation with the addition of the contemplated  regional
manager.



                                        6

<PAGE>



Marketing Plans

     We intend to  employ a  multi-pronged  marketing  approach.  This  approach
consists of direct sales and forging strategic  alliances.  This  dual-channeled
approach  should  allow us to quickly  access  large pools of  automobile  lease
finance  receivables,  develop regional awareness and ultimately become a market
leader.

Direct Sales

     Our  initial  marketing  efforts  will be in the  area of  direct  sales to
automobile  purchasers.  We believe Mr.  Adams will be able to secure our client
base.  However,  we expect to employ  qualified sales personnel to establish new
customer accounts.  We will present quality presentations and follow-up with the
clients to ensure a higher retention rate. By employing our own sales personnel,
we will be able to  penetrate  additional  markets at a minimal cost since sales
associates receive compensation in the form of commissions based on the client's
contracting  our  programs.  Management  is  currently  unable to  forecast  the
acceptance  of our lease finance  programs or the expenses of doing  business in
this  manner;  however,  we intend to market our programs  competitively  in our
identified target markets.

     Assuming the availability of adequate funding, we intend to stay abreast of
changes in the marketplace by ensuring that we remain in the field where clients
and competitors can be observed firsthand.  We believe that the loyalty of these
clients can be maintained through a continuous presence,  relationship  building
and professional service.

     We will  attempt to maintain  diversity  within our client base in order to
decrease our exposure to downturns or volatility in any particular industry.  As
part of this client selection strategy,  we will offer services to clients which
have a reputation  for  reputable  dealings  and a reliable and broad  inventory
base. We will eliminate clients that we believe present a higher risk of product
mechanical  failure and very poor  sub-prime  and  "impaired  credit"  purchaser
profiles. Where feasible, we will evaluate each client's portfolio of automobile
lease finance receivables for  creditworthiness,  product grade and loan failure
history.

Strategic Alliances

     We intend to form strategic  alliances with  automobile and limousine sales
companies, to provide us with an easy, cost-effective, "in-house" alternative to
seeking buyers directly. In this system of marketing, we would make our programs
available to selected automobile and limousine dealerships.  The dealership then
behaves much like a franchise in that, for little cost, the dealer's agents sell
our  programs for us in order to provide  financing  for their sub- prime credit
automobile purchasers.



                                        7

<PAGE>



Expenditures

     Our primary direct costs will be as follows:

     o    Salaries  to Mr.  Adams  and Mr.  Mintmire  (payroll  cost,  actual or
          deferred)
     o    Marketing and sales related costs
     o    Employment related taxes
     o    Health benefits.



Facilities

     We currently own no property. We maintain our present office, rent free, at
facilities  provided by Mr. Mark  Mintmire,  our sole  principal.  We anticipate
continued use of this office on a rent-free  basis for the  foreseeable  future.
This  arrangement  will meet our needs  while we are in the  development  stage.
Assuming we obtain the necessary  additional  financing,  we believe we would be
able to locate adequate commercial facilities at reasonable rental rates in Palm
Beach County suitable for our future needs.

Debt Financing

     We have not yet sought any debt financing  since we do not believe we would
qualify for such a loan until we have completed at least two years of profitable
operations.  Once we have met this  criteria,  we intend to seek out funds  from
licensed  venture capital firms.  Since we will not seek financing until we have
several  locations  operating  successfully,  we  believe we will be in a better
position to negotiate appropriate placement and repayment terms for these loans.
However,  in the event we do receive  financing  but  default in  payments,  the
financing  would result in  foreclosure  upon our assets to the detriment of the
shareholders.

Industry Regulation

     We are not subject to industry specific regulation. However, we are subject
to usury and other standards relating to permitted maximum rates of interest and
related consumer fraud regulations.


Item 2. Description of Property.

     The  Company's  executive  offices  are located at 2958  Braithwood  Court,
Atlanta, Georgia 30345. Its telephone number is (770) 414-9596. The Company pays
no rent for this space. The Company owns no real or personal property.



                                        8

<PAGE>



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
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, 2000, covered by this report.


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, 2001, the Company had 39  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, 2001,  the Company had only interest
income of $1,715 from a loan to a related  party.  Total Company  operations and
operating  expenses as of September 30, 2001 were $24,355.  The Company proposes
to engage in the business of automobile lease financing/funding.


                                        9

<PAGE>



     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
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

For the Fiscal Years ending September 30, 2001 and September 30, 2000

     At  September  30,  2001 and  September  30,  2000,  the Company had assets
totaling  $7,070 and $6,811  respectively,  and  liabilities  of $6,500 and $500
respectively.  The Company's total assets are primarily attributable to interest
income from a loan to a related  party.  The  Company's  total  liabilities  are
attributable  primarily  to  accrued  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.  Even  though
management believes,  without assurance,  that it will obtain sufficient capital
with which to

                                       10

<PAGE>



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.

     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 the  Company  has  initiated  a Form  SB-1  public
offering pursuant to Rule 415 under the Securities Act of 1933. A Post-Effective
Amendment No.2 to the Form SB-1 Registration Statement was filed with the SEC in
accordance  with the 1933 Act on  October 5,  2001.  It  intends  to  initiate a
self-underwritten  sale of a minimum of 100,000  shares at an offering  price of
$1.00 and a maximum sale of 1,000,000  shares at an offering price of $1.00. The
offering  is being  made on a  self-underwritten  basis by us  through  our only
principal, Mark A. Mintmire, without the use of securities brokers. All proceeds
from the sale of shares will be held in an attorney escrow account maintained by
Duncan, Blum & Associates, Bethesda, Maryland.

Net Operating Losses

     The Company has net operating  loss  carry-forwards  of $6,500  expiring at
September 30, 2018,  $4,400  expiring at September 30, 2019,  $6,000 expiring at
September 30, 2020 and $5,700  expiring at September 30, 2001. The company has a
$3,400 and $2,500  deferred tax asset as of September 30, 2001 and September 30,
2000,  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.

                                       11

<PAGE>



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
Form10-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
         Financial Disclosure

         None









                 [Balance of this page intentionally left blank]








                                       12

<PAGE>






                             SD PRODUCTS CORPORATION

                        (A Development Stage Enterprise)


                          Audited Financial Statements

                 For the Years Ended September 30, 2001 and 2000












<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 sheet of SD Products  Corporation,  a
development  stage  enterprise,  as  of  September  30,  2001  and  the  related
statements of operations,  stockholders' equity and cash flows for the two 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, 2001 and the results of its  operations and its cash flows for the
two  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 27, 2001





                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                             SD Products Corporation
                        (A Development Stage Enterprise)
                                 Balance Sheets
                                  September 30,




                                                                             2001               2000
                                                                     -------------------- ----------------
<S>                                                                  <C>                  <C>
                               ASSETS
CURRENT ASSETS
   Cash                                                              $                 52 $            336
   Loan and accrued interest  receivable - related party                            7,018            6,475
                                                                     -------------------- ----------------

     Total current assets                                                           7,070            6,811
                                                                     -------------------- ----------------

Total Assets                                                         $              7,070 $          6,811
                                                                     ==================== ================

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accrued expenses                                                  $                  0 $              0
   Accrued expenses - related party                                                 6,500              500
                                                                     -------------------- ----------------

     Total current liabilities                                                      6,500              500
                                                                     -------------------- ----------------

Total Liabilities                                                                   6,500              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                               (22,640)         (16,899)
                                                                     -------------------- ----------------

     Total Stockholders' Equity                                                       570            6,311
                                                                     -------------------- ----------------

Total Liabilities and Stockholders' Equity                           $              7,070 $          6,811
                                                                     ==================== ================
</TABLE>










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


                                       F-3

<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
                                                   2001               2000          September 30, 2001
                                             ----------------- ------------------ ----------------------
<S>                                          <C>               <C>                <C>
Revenues                                     $               0 $                0 $                    0
                                             ----------------- ------------------ ----------------------

Expenses
  General and administrative expenses                      284                910                  9,086
  Legal fees - related party                                 0                  0                    510
  Professional fees                                      6,000              5,502                 14,759
                                             ----------------- ------------------ ----------------------

    Total expenses                                       6,284              6,412                 24,355
                                             ----------------- ------------------ ----------------------

Loss from operations                                    (6,284)            (6,412)               (24,355)

Other income (expense)
    Interest income - related party                        543                475                  1,715
                                             ----------------- ------------------ ----------------------

Net loss                                     $          (5,741)$           (5,937)$             (22,640)
                                             ================= ================== ======================
Net loss per weighted average share, basic   $           (0.01)$            (0.01)
                                             ================= ==================
Weighted average number of shares                    2,800,000          2,800,000
                                             ================= ==================
</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 Changes in Stockholders' Equity
       Period From October 20, 1997 (Inception) through September 30, 2001



                                                                                                 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                                           0            0             0            0         (6,543)        (6,543)
                                         ----------- ------------  ------------ ------------ -------------- --------------

BALANCE, September 30, 1998                2,800,000            0           280       22,930         (6,543)        16,667

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

BALANCE, September 30, 1999                2,800,000            0           280       22,930        (10,962)        12,248

Net loss                                           0            0             0            0         (5,937)        (5,937)
                                         ----------- ------------  ------------ ------------ -------------- --------------

BALANCE, September 30, 2000                2,800,000            0           280       22,930        (16,899)         6,311

Net loss                                           0            0             0            0         (5,741)        (5,741)
                                         ----------- ------------  ------------ ------------ -------------- --------------

ENDING BALANCE, September 30, 2001         2,800,000 $          0  $        280 $     22,930 $      (22,640)$          570
                                         =========== ============  ============ ============ ============== ==============
</TABLE>



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


                                       F-5

<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
                                                                          2001           2000        September 30, 2001
                                                                     -------------- --------------- ---------------------
<S>                                                                  <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                             $       (5,741)$        (5,937)$             (22,640)
Adjustments to reconcile net loss to net cash used for
operating activities:
   Stock issued for services                                                      0               0                    10
   Stock issued for services - related party                                      0               0                   200
Changes in operating assets and liabilities:
   (Increase) decrease accrued interest receivable - related party             (543)           (475)               (1,018)
   Increase (decrease) accrued expenses                                           0            (452)                    0
   Increase (decrease) accrued expenses - related party                       6,000               0                 6,500
                                                                     -------------- --------------- ---------------------

Net cash used by operating activities                                          (284)         (6,864)              (16,948)
                                                                     -------------- --------------- ---------------------

CASH FLOW FROM INVESTING ACTIVITIES:
  (Advance to) repayment from related party                                       0          (6,000)               (6,000)
                                                                     -------------- --------------- ---------------------

Net cash (used) provided by investing activities                                  0          (6,000)               (6,000)
                                                                     -------------- --------------- ---------------------

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

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

Net increase (decrease) in cash                                                (284)        (12,864)                   52

CASH, beginning of period                                                       336          13,200                     0
                                                                     -------------- --------------- ---------------------

CASH, end of period                                                  $           52 $           336 $                  52
                                                                     ============== =============== =====================
</TABLE>







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


                                       F-6

<PAGE>



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


(1) Summary of Significant Accounting Principles

     TheCompany 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 $6,000 to a
     related  party at the rate of 9% per year,  payable on demand.  Interest of
     $1,018 was accrued at September 30, 2001.

(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, 2001. 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  $22,600,  which expire
     $5,700,  $6,000,  $4,400 and $6,500 at September 30, 2021,  2020,  2019 and
     2018, respectively.

     The amount  recorded as  deferred  tax assets as of  September  30, 2001 is
     approximately  $3,400,  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-7

<PAGE>


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


(5)  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 to a company  under
common control.

     Related party balances and amounts for the period ended September 30 are as
follows:

<TABLE>
<CAPTION>
                                                                 2001             2000
                                                           ---------------- -----------------
<S>                                                        <C>              <C>
Loan and accrued interest receivable - related party       $          7,018 $           6,475
                                                           ================ =================
Accrued expenses and accounts payable - related party      $          6,500 $             500
                                                           ================ =================
Interest earned - related party                            $            543 $             475
                                                           ================ =================
</TABLE>

(6)  Going  Concern  As  shown in the  accompanying  financial  statements,  the
     Company incurred a net loss of $22,600 for the period from October 20, 1997
     (Inception)  through  September  30,  2001.  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.








                                       F-8



<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          31        President, Secretary, Chief Executive
                                    Officer & Director

Charles Adams             36        Consultant(1)(2)
-----------------------
(1)  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.
(2) 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

Sole Officer and Director

     Mark A. Mintmire.  Mr. Mintmire has served as the sole executive President,
Treasurer and Director of the company since its  inception(October 20, 1997). As
such, he acts as the CEO, CFO and principal accounting officer. Mr. Mintmire was
a full  time  Masters  of  Business  Administration  student  at  Georgia  State
University, Atlanta, Georgia, until graduating in August

                                       13

<PAGE>



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  Sales  and  Marketing   Corporation,   located  in   Hattiesburg,
     Mississippi;  and  Bio-Solutions  International,  Inc.,  located in Denver,
     Colorado.

     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 his 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. Mintmire also
will become familiar with the our automobile lease finance clients by teaming up
with Mr. Adams on client visits to establish a sound business relationship.

Key Consultant

     Mr.  Charles Adams.  Mr. Adams has served as our key  consultant  since its
inception. Mr. Adams specializes in financing equipment which is placed with end
users. Since October 1997, he 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 also  arranges the  operating  leases for rolling
stock (cars,  buses,  trucks and  construction  equipment) and large  commercial
marine end users (boats for ferries, cruise lines and commercial fisheries).  He
has  independently  engaged in commercial  leasing of  limousines  and limousine
fleets.

     From October 1997 until  October  2000,  Mr. Adams was 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 was the Director of Finance of Carcorp, Inc. and supervises
a staff of eight (8). 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 Cadillac as the Fleet Manager for
its 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 Resolution Trust
Corporation.  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 Ogner  Motors,  a Porsche,  Audi and Ferrari
authorized dealer in Woodland Hills, California as a salesman. In this capacity,
Mr. Adams was responsible for all aspects of 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 at Los Angeles.

                                       14

<PAGE>



     At present,  we believe Mr.  Adams'  expertise  is  sufficient  to meet our
needs.  It is  anticipated,  however  that we will  need to  employ  a  manager,
additional  clerical support and an accountant.  Mr. Adams will begin by finding
clients and advising Mr. Mintmire in the operation of the lease  financing.  Mr.
Adams will visit clients and prospective clients on a regular schedule to foster
strong business relationships.

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, 2001.


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.



                                       15

<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following  table  summarizes  certain  information  with respect to the
beneficial  ownership of company shares as of September 30, 2001,  regarding the
ownership of common stock by each shareholder known to be the owner of more than
5% of the  outstanding  shares,  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.

                                    Number
Name of Beneficial Owner:           of Shares(1)            Percent
-------------------------           ------------           --------

Mark A. Mintmire (2)                2,000,000               71.42%

All Directors, Officers and 5%
Shareholders as a Group             2,000,000               71.42%

All Beneficial Owners as a
Group                               2,800,000              100.0%
--------------------
(1)  Reflects total outstanding shares of 2,800,000 as of September 30, 2001.
(2)  Our sole executive and director.


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  71.42% 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 to 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.


                                       16

<PAGE>



     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:

<TABLE>
<CAPTION>
Exhibit No.     Description
------------    -----------------------------------------
<S>       <C>   <C>
2.1             SB-1 Registration Statement(1)

3.(i).1         Articles of Incorporation of SD Products Corp. filed October 20, 1997(2)

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

3.(ii)          Bylaws of SD Products Corp.(2)

23.2     *      Independent Auditors Consent.
---------------------------------
</TABLE>
(1)  Incorporated herein by reference to the Registration Statement on Form SB-1
     and Amendments  thereto of SD Products  Corp.(Registration  No. 333-36966),
     filed with the U.S. Securities and Exchange Commission.
(2)  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.
*    Included herein.

     (b) No  Reports  on Form  8-K were  filed  during  the  fiscal  year  ended
September 30, 2001, covered by this Annual Report on Form 10-KSB.



                                       17

<PAGE>



                                   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, 2001           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, 2001          By:  /s/ Mark A.  Mintmire
                           --------------------------        President, Director
                           Mark A. Mintmire              Secretary and Treasurer











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