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, 2000

[_]        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, GA                                                       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, 2000,  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, GA 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.

           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


                                       3

<PAGE>



'33 Act which became effective on October 13, 2000. 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.

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.


                                       4

<PAGE>


     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.

       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.



                                       5

<PAGE>



        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.

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



                                       6

<PAGE>



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.

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.


                                       7

<PAGE>


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.

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, 2000, 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.


                                       8

<PAGE>




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, 2000,  the Company had only interest
income of $1,172 from a loan to a related  party.  Total Company  operations and
operating  expenses as of September 30, 2000 were $16,899.  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 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.


                                       9


<PAGE>


Financial Condition, Capital Resources and Liquidity

For the Fiscal Years ending September 30, 2000 and September 30, 1999

           At September 30, 2000 and September 30, 1999,  the Company had assets
totaling  $6,811 and  $13,200  respectively,  and  liabilities  of $500 and $952
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  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.   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.

           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. 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.


                                       10

<PAGE>



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, 2019and $5,900 expiring
at September 30, 2020. The company has a $2,500 and $1,600 deferred tax asset as
of September 30, 2000 and September 30, 1999,  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 did not  experience a negative  impact to its  technology
infrastructure  as a result of the Year 2000.  The Company  does not  anticipate
that it will experience any material disruption in its operations as a result of
the Year 2000 changeover in the future.

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

                                       11

<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,  2000  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, 2000 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 20, 2000





                                       F-2

<PAGE>


<TABLE>
<CAPTION>

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




                                                                             2000               1999
                                                                     -------------------- ----------------
<S>                                                                  <C>                  <C>
                               ASSETS
CURRENT ASSETS
   Cash                                                              $                336 $         13,200
   Loan and accrued interest  receivable - related party                            6,475                0
                                                                     -------------------- ----------------

     Total current assets                                                           6,811           13,200
                                                                     -------------------- ----------------

Total Assets                                                         $              6,811 $         13,200
                                                                     ==================== ================

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accrued expenses                                                  $                  0 $            452
   Accrued expenses - related party                                                   500              500
                                                                     -------------------- ----------------

     Total current liabilities                                                        500              952
                                                                     -------------------- ----------------

Total Liabilities                                                                     500              952
                                                                     -------------------- ----------------

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                               (16,899)         (10,962)
                                                                     -------------------- ----------------

     Total Stockholders' Equity                                                     6,311           12,248
                                                                     -------------------- ----------------

Total Liabilities and Stockholders' Equity                           $              6,811 $         13,200
                                                                     ==================== ================
</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
                                                   2000               1999          September 30, 2000
                                             ----------------- ------------------ ----------------------
<S>                                          <C>               <C>                <C>
Revenues                                     $               0 $                0 $                    0
                                             ----------------- ------------------ ----------------------

Expenses
  General and administrative expenses                      910              1,466                  8,802
  Legal fees - related party                                 0                500                    510
  Professional fees                                      5,502              3,057                  8,759
                                             ----------------- ------------------ ----------------------

    Total expenses                                       6,412              5,023                 18,071
                                             ----------------- ------------------ ----------------------

Loss from operations                                    (6,412)            (5,023)               (18,071)

Other income (expense)
    Interest income - related party                        475                604                  1,172
                                             ----------------- ------------------ ----------------------

Net loss                                     $          (5,937)$           (4,419)$              (16,899)
                                             ================= ================== ======================
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, 2000



                                                                                                  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)
                                          ------------ ------------ ------------ ------------ --------------- --------------

ENDING BALANCE, September 30, 2000           2,800,000 $          0 $        280 $     22,930 $       (16,899)$        6,311
                                          ============ ============ ============ ============ =============== ==============
</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
                                                                                 2000         1999        September 30, 2000
                                                                               ----------- ------------- ---------------------
<S>                                                                            <C>         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                       $    (5,937)$      (4,419)$          (16,899)
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                (475)           93               (475)
       Increase (decrease) accrued expenses                                           (452)       (2,548)                 0
       Increase (decrease) accrued expenses - related party                              0             0                500
                                                                               ----------- ------------- ------------------

Net cash used by operating activities                                               (6,864)       (6,874)           (16,664)
                                                                               ----------- ------------- ------------------

CASH FLOW FROM INVESTING ACTIVITIES:
  (Advance to) repayment from related party                                         (6,000)       18,000             (6,000)
                                                                               ----------- ------------- ------------------

Net cash (used) provided by investing activities                                    (6,000)       18,000             (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 in cash                                                               (12,864)       11,126                336

CASH, beginning of period                                                           13,200         2,074                  0
                                                                               ----------- ------------- ------------------

CASH, end of period                                                            $       336 $      13,200 $              336
                                                                               =========== ============= ==================
</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 $475 was accrued at September 30, 2000.

(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, 2000.  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  $6,500,
         expiring at September 30, 2018,  $4,400  expiring at September 30, 2019
         and $5,900 expiring at September 30, 2020..

         The amount recorded as deferred tax assets is approximately  $2,500 and
         $1,600 as of September 30, 2000 and  September 30, 1999,  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-7

<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 $16,900 for the period from October 20,
         1997 (Inception) through September 30, 2000. 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.

         Related  party  balances  and amounts for the period  since  inception,
         (October 20, 1997), ended September 30, 2000 are as follows:


Professional fees payable - related party        $          510
                                                 ==============
Organizational costs - related party             $          245
                                                 ==============
Interest earned - related party                  $        1,172
                                                 ==============






                                       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     30          President, Secretary, Chief
                                 Executive Officer & Director

Charles Adams        35          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  1998,
concentrating  in Finance.  Mr. Mintmire is an active  consultant to a number of
companies including:


                                       20

<PAGE>




     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 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 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.

        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



                                       21

<PAGE>



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, 2000.


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  summarizes  certain  information  with respect to the
beneficial  ownership of company shares as of September 30, 2000,  regarding the
ownership of common stock by each shareholder known to be the owner of more than
5% of the outstanding shares, each director


                                       22

<PAGE>



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)             %
-------------------------             --------                ---

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            2,800,000             100.0%
Group                                 =======               ======
--------------------

(1)  Reflects total outstanding shares of 2,800,000 as of September 30, 2000.
(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.

           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


                                       23

<PAGE>



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>
<S>        <C>  <C>
Exhibit No.     Description
-----------     ---------------------------------------
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 to the incorporation by reference of financial
                statements of the company as of September 30, 2000 in Form SB-1.

27         *    Financial Data Schedule
---------------------------------
</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, 2000, covered by this Annual Report on Form 10-KSB.

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<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, 2000              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, 2000      By: /s/ Mark A. Mintmire
                       -------------------------        President, Director
                        Mark A. Mintmire                Secretary and Treasurer





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