SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

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

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

                 For the fiscal year ended: October 31, 1999

                      Commission File Number: 000-25409

                 SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
            (Exact name of registrant as specified in our charter)

Nevada                                                 86-0857752
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

10240 - 124th Street, Suite 208
Edmonton, Alberta, Canada                              T5N 3W6
(Address of principal executive offices)               (Zip Code)

      Registrant's telephone number including area code: (780) 488-9193

         Securities registered pursuant to Section 12(b) of the Act:
                                    None

         Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.  Yes    X      No  _____

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  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-K or any amendment to this Form 10-K.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
October   31,   1999,  was  13,720,000  shares,  held  by  approximately   51
stockholders.

<PAGE>

     This  form 10KSB contains forward-looking statements within the  meaning
of   the  federal  securities  laws.  These  forward-looking  statements  are
necessarily based on certain assumptions and are subject to significant risks
and uncertainties. These forward-looking statements are based on management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10KSB  (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in "Business Risks" under Item 1 and set forth in the "Management's
Discussion and Analysis" under Item 6.

    In  this  registration  statement references to  "Accessory  Specialists"
"we," "us," and "our" refer to SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.

PART I

ITEM 1.   BUSINESS

General

     Sustainable Development International, Inc., a Nevada corporation  is  a
development  stage  company  formed  in  1998  to  commercialize   innovative
technologies  in  the environmental energy from waste, and alternative  power
system industries. Our goal is to acquire technology rights and licenses from
patent holders and others, then secure a market, and raise sufficient capital
to build, own, and operate facilities throughout the world.

     We  have obtained the rights in Germany from Enviro-Mining Inc., ("EMI")
for  technologies  which when combined can produce a high  grade  low  sulfur
diesel  fuel meeting European standards for diesel fuel.  The EMI Process  is
an alternative to the present waste disposal methods by converting automotive
waste  oil  into  light  heating  oil and  high  quality  diesel  fuel.  (See
"Intellectual Property")

     We  have added separate innovations to the processing package to provide
stability to the products, which meet the lower sulphur standards required in
Europe.  We have combined these technologies under the operating name of  The
EMI Process (EMI). The objective is to establish the most appropriate system,
which  will  meet  the operating, technical, and business  objectives  to  be
operated by us in Europe.

Subsequent Events.

      Subsequent  to the year end, we entered into agreements  pertaining  to
Intercontinental Granite Incorporated, and North American Granite, Ltd.

       On   November  22,  1999,  we  incorporated  Intercontinental  Granite
Incorporated.  We will own 80% of the outstanding common shares  in  exchange
for  100,000  shares of our common stock.  The new subsidiary was  formed  to
oversee  the production of ornamental stone products.  On January  14,  2000,
Intercontinental  Granite Incorporated entered into an agreement  to  acquire
22,500  acres of mineral claims containing high quality granite  deposits  in
Canada.

      On December 16, 1999, we entered into a joint venture agreement with  a
private  company  based  in  Edmonton  Alberta,  Canada  to  form  Pro-Active
Incorporated, which will manage healthcare information.  We will own  60%  of
Pro-Active Incorporated.

Industry Description and Outlook

     The   collection  of  waste  oil  has  been  long  established  in  most
industrialized  nations.  According to the  scientific  reports  prepared  by
CANMET,  a division of Natural Resources of Canada, at the Canada Centre  for
Mineral and Energy Technology, (the "CANMET Report"), dated November 8, 1998,
the  amount  of  waste  oil collected per capita is approximately  10  Litres
annually.  According  to  waste  oil  data  prepared  in  a  report  entitled
"Jahresbericht  1996." (the Jahresbericht Report"), obtained by  the  Company
from German Environmental Department, Umwelt Bundes Amt., estimations of  the
total  waste  oil  produced in the nation of Germany are  at  1,200,000  tons
annually.  All  waste  oil  is not collected. A percentage  is  lost  in  the

<PAGE>

combustion process, some is not disposed of in an existing collection system,
and some is simply burned. A net amount of 650,000 tons of waste oil per year
is reported by the Mineral Oil Association of Germany.

     Waste  oil  is  considered hazardous and as such the  handling  of  this
waste,  disposal, and collection methods are heavily regulated in Germany.  A
specific list of waste collectors is approved to transport this waste,  along
with   manifests  as  to  how  many  liters  are  produced,  which  locations
produces/collects this oil, and any variation as to seasonal effects.

     The  types  of  oil  collected are important for  our  process  and  our
environmental permitting. Approximately 320,000 tons of this used engine  oil
is  of extremely high quality in Germany. Automobile laws stringently require
regular  oil  changes be done and overall car maintenance must  be  performed
regularly  in order to be road worthy. These check ups are made on a  regular
basis and must be completed to retain ones license. Secondly, considering the
value  individuals place in owning and maintaining their vehicles in Germany,
oil changes are more frequent than is the standard in North America.

     The  type  of  oils  to  be  processed include, engine,  hydraulic,  and
transmission  oils primarily from automobiles, military vehicles,  and  heavy
equipment. The quality of the oil and our collection will be strictly adhered
to  in order to fall under the 4.4 BimscH procedure. This is the standard set
out  by the environment departments for the collection disposal and transport
of waste oil.

Input - Waste Oil

     The  primary  source of the type of waste oil we require  are  lube  oil
change  shops,  the machining industry, and military vehicles  which  produce
engine  and  hydraulic  waste oils. Germany has been a  developed  industrial
country  for over 50 years. They are highly recognized as being world leaders
in  manufacturing,  chemicals and heavy industry.   We  believe  present  and
future  growth  of  industry will shift to more service and  knowledge  based
efforts.   However,  automobile usage will remain high  for  the  foreseeable
future  resulting in a relatively stable waste oil market in the 650,000  ton
range per year.

Output - Diesel Fuel

     The price of diesel fuel in Germany fluctuates seasonally and over time,
yet remains much higher than North American prices due to the importation  of
fuels  into  Germany.  The price of diesel fuel FOB  German  Refinery  before
national  sales and mineral oil taxes has been as high as $0.21 US per  liter
and  is currently in the $0.15-$0.17 US range. Our calculations are based  on
the conservative assumption of a $0.15 US purchase price.

     The  diesel  fuel industry is very price sensitive. There  are  multiple
refinery  sources. Buyers will shift to an alternative source based on  price
points,  fuel quality, and price stability. Environmental considerations  are
usually  not  considered.  Environmental concerns  are  only  addressed  when
legislation  is involved requiring purchases be based on a percentage  coming
from  a  recycled source or government incentives providing a  lower  overall
cost  to  the buyer. These considerations are not current law in Germany.  We
are not expecting these to arise in the near future.

     Pursuant  to the "Waste Avoidance, Recycling and Disposal Act,"  enacted
in  September  of 1994, German regulations only state waste oil  disposal  by
"burning" must be reduced and "recycling" must increase. Recycling to  diesel
fuel  is not mandated. Our plan is to become a preferred recycling option  by
virtue  of  our  inherent advantages. In summary, price, stable  supply,  and
quality  of the diesel fuel are the factors to be considered by our potential
customers.

     Our  consumer  base  for diesel fuel includes transport  companies,  gas
stations,  and two sizable diesel fuel distributors. The ultimate  end  users
are  the  transportation industry, small independent  trucks,  diesel  autos,
trailer trucks, and city/tour buses.

<PAGE>

The Company's Oil Recycling Process

     Our  oil  recycling  process has been developed  to  solve  a  worldwide
problem of removing used oil from the environment in a safe and non-polluting
way.  Most  countries  have  developed  collection  methods  to  remove  this
hazardous  waste from their communities with new emphasis on  diversion  from
existing  landfills.  Registered  waste  oil  transporters  are  tracked   to
determine annual volumes, and disposal methods. The majority of the waste oil
enters  refineries  for upgrading and blending, or is burned  in  the  cement
industry.

Process-Operations

     The  EMI Process surpasses an older patented system developed in the mid
1970s.   The new process is an updated version whereby automotive engine  oil
is  de-watered  and enters a thermal treatment unit whereby  the  hydrocarbon
chains  are  cracked  (broken). The treated oil enters a  condenser  unit  to
recover light fuels, diesel, and naphtha.  The light fuels are recaptured  to
heat the initial cracking unit, while the diesel and heating oil continues on
to  further  processing.  The last stage treats the product  to  provide  the
appropriate  sulphur,  acid,  odor,  and  chlorine  levels,  while  providing
stability to the fuel for longer shelf life.  The end product of the  process
is a good quality heating oil, naphtha, bottoms, and diesel fuel for resale.

Product Research and Development

      The  EMI  technology  is  currently being utilized  by  Great  Northern
Processing  in  Indiana, USA as part of their distillation process.  The  EMI
Process  engineers and consultants to the technology continue to improve  and
modify  the system for better performance, increased output and final product
quality.  The  design of the recycling facilities includes numerous  advanced
safety  features. These features include the recycling of stack gases in  the
burner  unit to avoid contaminants, often found in other systems, from  being
vented  into  the  atmosphere.  The system is operated  at  low  pressure  to
minimize the risk of explosions compared to other waste oil systems. Further,
the  computer sensors though out the system monitor temperatures,  pressures,
through puts, and other factors to avoid dangers which can be advanced warned
against.

Future Operations

      As  of this date, the Company is in a development stage with no current
operations.   Upon  commencement  of  operations,  the  Company   anticipates
establishing the following operational functions:

Production and Service Delivery Procedure.

     The  production  of  diesel fuel is monitored and frequently  tested  to
ensure  excellent quality for the end user. fuel is stored in  a  clean  tank
area  for  final pick-up. The diesel fuel product will be trucked via  30,000
Litre  plus  transport  tanker  vehicles  owned  and  operated  by  Hasenauer
Transporte to our final destination.

Production and Service Capability

     The  system  is  designed  to operate at a safe  temperature  with  full
computer  integration  providing the operators with  current  information  on
systems  and  foreseeable  problems. In our  Primary  Plan  we  are  using  a
continuous  flow process to ensure a constant supply of finished  product  in
the event of normal shutdown and maintenance of either unit.

     The  specification of the system is for 90,000 tons of waste oil  input.
Downtime,  start-up  delays, or increases in waste volume  can  be  regulated
through our units with a throughput potential of 100,000 tons.

Market Analysis

     Our  target  market  is  Germany, which is a substantial  industrialized
economy  with  exceptionally high volumes of low sulfur,  waste  oil  supply.
Germany has over 82 million inhabitants producing 1.1 billion liters of waste
lubricants, and 650,000 tons of used waste oil.

<PAGE>

     The  size of our target market using figures provided by the Mineral Oil
Association  of Germany and the National Association of Waste Oil  Recyclers,
represents  240,000,000 Liters of our product.  At a market price of  US$0.52
per  Liter  excluding sales tax for the high quality diesel  fuel,  potential
sales in the Germany market alone is US$55,000,000 annually. It is unknown at
this time how much of the target market is achievable by us, if any.

Key trends/changes with our Target Market

Alternative Fuels.
     Diesel  may  be  displaced  by alternative fuels  in  the  future.  More
efficient  engines may not require  frequent oil changes, thereby  decreasing
the supply of waste oil. As technologies develop, more efficient engines will
arrive,  thus shrinking the diesel fuel market over time. In any  event,  our
market  share is a very small portion of the markets large size. We  will  be
informed  on these matters by monitoring the markets and being involved  with
the  "Altol Verband" national used oil association, responding to trends that
indicate any changes in our market.

Price.
     Price  is  a factor when dealing with oil prices. Our largest source  of
operating  income  is initially anticipated to be from the sale  of  produced
oil,  natural gas and possible natural gas liquids.  Therefore, the level  of
our  revenues  and earnings are affected by price at which these  commodities
are  sold. In the past, average annual sales prices for oil, natural gas  and
natural  gas liquids, has been erratic, with a recent history of  rising  oil
price  per barrel but lower gas prices.  It is likely that these prices  will
continue  to  fluctuate  in the future. Various factors  beyond  our  control
affect prices of oil, including;

*    worldwide and domestic supplies of oil;
*    the ability of the members of the Organization of Petroleum Exporting
     Countries  ("OPEC") to agree to and maintain oil price and production
     controls;
*    political instability or armed conflict in oil-producing regions;
*    the price of foreign imports;
*    the level of consumer demand;
*    the price and availability of alternative fuels;
*    the availability of pipeline capacity; and,
*    changes in existing regulation and price controls.

Market Test Results

      The  manufacturing rights and the engineering design of The EMI Process
has  been  verified by qualified engineers at Propak Industries  in  Airdrie,
Canada.  They  have  over  500  employees  on  staff.  Propak  engineers  and
fabricates  gas,  oil, and other hydrocarbon facilities,  which  are  shipped
around  the  world.  Our  relationship to Propak  is  solely  a  third  party
purchaser  of  Propak's design, fabrication, and installation of  our  future
facility in Germany. Propak Industries operates under ISO 9000 certification.
This  is  a highly regarded certification process in the industry, as  it  is
recognized by industrial countries as a standardized certification process.

     The design of the recycling facilities includes numerous advanced safety
features  including the recycling of stack gases in the burner unit to  avoid
contaminants,  often  found  in other systems, from  being  vented  into  the
atmosphere.  The system is operated at low pressure to minimize the  risk  of
explosions compared to other waste oil systems. Further, the computer sensors
though  out  the  system monitor temperatures, pressures, through  puts,  and
other factors to avoid dangers which can be advanced warned against.
Quality of diesel fuel.

     Diesel  was  provided  to  PetroLabs  of  Germany,  the  official   Fuel
Laboratory for the German Government to conduct an independent testing of the
final  product.  Material  supplied  by  Enviro-Mining  Inc.  and  tested  by
PetroLabs confirmed that the low sulphur standards are achievable. This third
party  verification  is a required step in the approval  process  of  meeting
European wide acceptability.

     To  gain nationwide and European wide acceptability, the Company engaged
TUV  (Thuringen  Unterprufung Verein), equivalent to The  Canadian  Standards
Association  - CSA, to conduct a test to verify that we meet and  exceed  the
requirements  for  EN  590 European Diesel fuel. EN 590  Legislation  is  the
standard  for  all  diesel  fuel  within  the  European  community.  The  TUV
verification  and acceptability is a crucial seal of approval. The  Thuringen
State examination association currently is responsible to the industry  as  a
third party independent tester of fuels.

<PAGE>

Competition

     Although  there  are  Companies  with  substantially  greater  financial
resources, there is minimal waste oil recycling being conducted in Germany at
the  present time. The Mineral Oil Association of Germany classifies  an  oil
recycler  as  a  refinery which will accept waste  oil  as  a  blend  to  our
feedstock  or  a  cement  kiln using waste oil  as  a  fuel  for  our  energy
requirements.  These refineries are referred to as waste oil recyclers.  They
represent our competition for the feed stock.

      In  addition  to information relied upon in the CANMET Report  and  the
Jahresbericht  Report, we have analyzed data on the reduction  of  waste  oil
availability  as  presented on January 1, 1997 in a German document  entitled
"Ermitthmg  von  Altolvermeidungspotentialen". The document was  prepared  by
Umwelt  Bundes Amt. The report was the basis for the enactment of the  "Waste
Avoidance, Recycling and Disposal Act," of 1994.

Potential Competition

     The  current technology will allow us to recycle effectively today.  Our
supply  of  waste  oil  is  key. Technologies will continue  to  improve  and
operating costs will decrease providing an ideal closed loop system  for  us.
In  addition, our current competition may start a bidding war to control  the
waste oil supply.

     Competition  is  limited to the cement industry and refineries  in  very
defined  regions  of  Germany which are not reliant on the  waste  oil  as  a
feedstock.  Natural  gas  and  other inputs  are  more  efficient.  Only  one
competing  technology  originating out of Berlin exists  for  recycling  used
waste  oil.   The system is in our experimental phase with low  capacity  and
throughput. Extensive research into other known processes confirms  the  lack
of fully commercialized conversion processes.

Competitive Operating Advantage

     The  systems  are  designed  to be highly  automated,  enabling  only  2
operators  per shift to comfortably operate the plant. Each module will  have
our  own control panel with early warning systems and fail safe shut offs  in
the  event  the operator is not present. This offers a reduced need  to  hire
many  new  employees. Employment expenses is a large component of operations.
Any  cost  savings  in  this  area by way of  economies  of  scale  are  very
beneficial  for  lower  costs. These cost savings will  provide  us  with  an
opportunity to retain earnings for our further expansion on this site or  new
locations throughout Germany.

     The  system is designed to operate with little maintenance or down time.
This reliability offers us an opportunity to maximize the excess capacity  of
the system, while allowing room for extra throughput.

     Other systems in the refining industry require larger economies of scale
to  operate.  They present higher debt servicing, larger infrastructure,  and
excessive  overhead. Our systems are designed to be more compact, operate  in
an  open  structure, and require minimal investment relative to chemical  and
petrochemical superstructures.
     From  an  environmental standpoint, our system will be highly  monitored
and is designed to produce no harmful emissions or waste to the air, land, or
water.

Supply of Raw Material

     Our   waste  oil  supply  base  is  established,  registered  waste  oil
collectors.  Our marketing plan is to switch existing collectors  from  their
current disposal locations based on:

  *    Freight. Costs of trucking in Germany are three times greater than North
     America.

  *    Price. We will be competitive on waste oil purchasing with the existing
     cement industry.

  *    Ecology. Ideology and concern for health issues will play a major factor
     as  awareness increases and the "baby boomers" of industrialized nations
     become more health conscious.

<PAGE>

  *     Stability. Contracts will provide a sense of comfort for an  industry
     facing many regulatory laws, shifts in community values, and market price
     fluctuations.

  *    Law. A bill is awaiting approval in the European Community eliminating
     burning as a method of waste oil disposal. The existing collectors will be
    seeking facilities to divert their waste to other recycling refineries which
     are  near capacity at this time. Our plan is to market to this group  of
     collectors.

We believe that an opportunity exists to capture a large market share:

  *     First,  companies are being forced to comply with German  legislation
     under the Oil Act to reduce burning activities, which have adverse health
     effects on the population, to more sustainable solutions.

  *    Second, locations where burning and refining industries are unavailable
     will  benefit  by  having  a  lower transportation  fee.  The  costs  of
     transportation  over  greater distances in Germany  are  very  high  and
     uneconomical.

  *     Third, collectors face price fluctuations in the oil market, yet when
     transferring to our facility, once established, they will be provided  a
     supply contract with preferential price and volume commitments. They will
     have price stability over the long term.

Government Regulatory Restrictions

     Government restrictions on the quality of final product, plant and  site
operations,  and  environmental concerns must all be  met.  Emissions,  waste
disposal, air, noise, groundwater, 24 hour operations and safety permits must
be  attained.  We  are in the process of assessing the  extent  and  cost  of
compliance  with the regulatory authorities. At this time we  are  unable  to
provide  an  accurate  assessment of time and cost  of  compliance  with  the
regulatory restrictions.

      Germany, our target market, has adopted some of the strictest  laws  in
the  world relating to the recycling and disposal of chemicals and waste. The
business  of  recycling and waste disposal is subject to various governmental
laws  on  both a federal and state basis in Germany. Further, the regulations
are  becoming  increasingly complex and recycling and disposal more  strictly
regulated. These laws and regulations include landfill disposal restrictions,
hazardous waste management requirements and air quality standards, as well as
special permit and license conditions for recycling and disposal of waste and
outdated and or used products.

      Once  established,  our recycling center will  be  subject  to  various
federal,  state  and  local laws and regulations and  licensing  requirements
relating to the collection, processing and recycling of chemicals and  waste.
Requirements for registrations, permits and licenses vary depending upon  the
locale in which the recycling center is located.

      Management believes that further government regulation of the recycling
industry could have a positive effect on our business; however, there can  be
no   assurance   what  course  future  regulation  may   take.   Under   some
circumstances, further regulation could materially increase the costs of  our
operations and have an adverse effect on our business. Costs associated  with
Germany's regulatory compliance are estimated to be $25,000. In addition,  as
is   the  case  with  companies  handling  hazardous  materials,  under  some
circumstances, the Company may be subject to contingent liability.

     Present  laws  for  disposal of waste oil by burning are  becoming  more
restricted. Our research indicates that burning could be abolished completely
in the next two years. Legislation from the European community is in progress
to  strengthen  the  environmental laws pertaining to the  release  of  heavy
metals  to  the  atmosphere through burning methods. Such  burning  has  been
linked to the cause of cancer in many countries.

     Once  this  bill becomes law, the majority of the 34 current members  of
the  National  Used  Oil  Recycling Association will face  the  challenge  of
locating  suitable approved disposal sites. Only a few refineries in  Germany
have  excess  capacity to fill for used oil as a blend to their feedstock  at
this time.

<PAGE>

Environmental Matters

Hazardous Materials.

     Our  research  and  development, manufacturing and collection  processes
involve  the controlled storage, use and disposal of hazardous materials.  We
are  subject  to  federal,  foreign, state, and local  laws  and  regulations
governing  the  use,  manufacture, storage, handling  and  disposal  of  such
materials  and  certain waste products. Although we believe that  our  safety
procedures  for  handling  and disposing of such materials  comply  with  the
standards  prescribed by such laws and regulations, the  risk  of  accidental
contamination or injury from these materials cannot be completely eliminated.
In  the event of such an accident, we may be held liable for any damages that
result,  and any such liability could exceed our resources. There can  be  no
assurance  that we will not be required to incur significant costs to  comply
with  environmental  laws  and  regulations  in  the  future,  nor  that  our
operations, business or assets  will not be materially adversely affected  by
current or future environmental laws or regulations.

Intellectual Property

     Our  success  and  ability to compete is dependent  in  part  upon  our
proprietary  technology. We rely on a combination of a  "Limited  Technology
License  Agreement,"  trade  secret laws and  non-disclosure  agreements  to
protect  our proprietary technology. We have obtained a license from Enviro-
Mining  Incorporated, a company controlled by officers and directors of  the
Company. The license is for a period of thirty (30) years commencing on June
11,  1998,  with  renewable  10 year terms. The Limited  Technology  License
Agreement  requires the payment of certain minimal annualized payments,  and
in  the  event  of a default in the payments, we could lose  our  rights  to
continue  utilizing the technology. Further, the Limited Technology  License
Agreement  provides that we "must commence construction in the first  twelve
(12) months of this agreement, a plant of minimum capacity of 90,000 tons of
waste  oil  input  in the Territory." The agreement, dated  June  11,  1998,
further  states that it shall be just cause for termination of the  Licensee
of  all  license and marketing rights, if we have not commenced construction
of  the  first plant within the first year of the license agreement, and  an
additional  commercial  scale plant every year thereafter  for  the  next  5
years. A recent Letter Agreement was executed between the Company and Enviro-
Mining  which  provides  an  extension  until  June  11,  2000  to  commence
construction of the first facility. It is unknown at this time  whether,  if
ever,  we will obtain sufficient funding for the construction.  In the event
we  are unable to develop our business operations in Germany within the time
constraints  of  the  licensing agreement, we are is  working  with  EMI  on
contingency  plans  which  include additional extensions  on  the  licensing
agreement in addition to the licensing of additional countries.

      The  licensing  of  the proprietary process for the  stabilization  and
purification  of  gas/oil products has our place of origin from  CANMET,  the
principal  research and development arm of the Ministry of Natural  Resources
Canada.  CANMET  owns the intellectual property known as the CANPED  process.
The  CANPED  process of waste oil processing was licensed to  Par  Excellence
Developments  Inc.  (PED), of Ontario Canada. On March 6, 1998  Enviro-Mining
Inc., a major stockholder of the Sustainable Development International, Inc.,
entered  into  a "Sub-License Agreement" with PED, wherein the  Enviro-Mining
Inc.  obtained limited intellectual rights to utilize the CANPED  process  of
waste  oil  processing. PED subsequently approved the  execution  by  us  and
Enviro-Mining  Inc.  of  the  "Limited Technology  License  Agreement,"  thus
providing us with the use of the CANPED process. The PED - Enviro-Mining Inc.
"Sub-License Agreement" is currently limited to Enviro Recycling GmbH  to  be
built  by  us  in  or  near the town of Merkers, Germany  and  terminates  on
December  31,  2017. This termination date coincides with  the  term  of  the
Agreement  between CANMET and PED. Our rights  in utilizing  the  proprietary
process  of  waste oil processing, is subject to the terms and conditions  of
the  Agreement between CANMET and PED. In the event of a termination  of  the
rights  of  PED by CANMET, then our rights could concurrently be  terminated.
Although  we have not commenced construction of the first facility  and  thus
are in jeopardy of losing our license rights, we have been assured by Enviro-
Mining, the Licensor, that additional extensions are available.  However,  as
of  this date we have not received an extension, which subjects us to  losing
the licensed rights.

      We  also  seek to protect our intellectual property rights by  limiting
access  to  the  distribution  of  our documentation  and  other  proprietary
information. In addition,  we enter into confidentiality agreements with  our
employees and certain customers, vendors and strategic partners. There can be
no  assurance that the steps taken by us in this regard will be  adequate  to
prevent  misappropriation of our technology or that our competitors will  not
independently  develop  technologies that  are  substantially  equivalent  or
superior to our technologies.

<PAGE>

     The license has not been registered in Germany or the European Union.

Employees

     As of October 31, 1999, we had 3 employees. Harold Jahn and Lew Mansell
are  full  time employees. All employees are located at our headquarters  in
Alberta,  Canada.  None  of  our employees are  subject  to  any  collective
bargaining agreement.

      Our  proposed  personnel  structure can be  divided  into  three  broad
categories:   management  and  professional,  administrative,   and   project
personnel.  As  in  most small Companies, the divisions between  these  three
categories  are  somewhat indistinct, as employees  are  engaged  in  various
functions as projects and work load demands.

     We  are  dependent  upon  Harold Jahn, our  President,  Chief  Executive
Officer,  and  Secretary/Treasurer, Lew Mansell, Senior Vice  President,  and
Garry R. Knull, Chief Financial Officer, both internationally and nationally.
We  have  entered  into employment agreements with Mr.  Jahn.  Further,  upon
receipt  of additional capital intend to apply for key man life insurance  on
the  lives of Mr. Jahn, and Mr. Mansell in the amount of $1,000,000 each. Our
future  success  also  depends on our ability to  attract  and  retain  other
qualified personnel, for which competition is intense.  The loss of Mr. Jahn,
Mr.  Mansell, and the other individuals involved in key management positions,
or  our inability to attract and retain other qualified employees could  have
material adverse effect on us.

Risks Associated with Year 2000 Problem

     We have had no noticeable impact as the result of the year 2000 problem.
As is the case with most other Companies using computers in their operations,
we  recognize  the need to ensure that our operations will not  be  adversely
impacted  by  software and/or system failures related  to  such  "Year  2000"
noncompliance.  Within  the  past  twelve  months,  we  have  been  upgrading
components  of  our  own  internal  computer  and  related  information   and
operational  systems  and  continue to assess the  need  for  further  system
redesign  and believe it is taking the appropriate steps to ensure Year  2000
compliance.  Based on information currently available, we believes  that  the
costs  associated  with  Year  2000  compliance,  and  the  consequences   of
incomplete or untimely resolution of the Year 2000 problem, will not  have  a
material  adverse effect on our business, financial condition and results  of
operations in any given year. However, even if our internal systems  are  not
materially  affected  by  the  Year  2000 problem,  our  business,  financial
condition  and  result of operations could be materially  adversely  affected
through  disruption  in  the  operation of  the  enterprises  with  which  we
interact.  There can be no assurance that third party computer products  used
by  us  are  Year  2000 compliant. Further, even though we believe  that  our
current  products  are Year 2000 compliant, there can be  no  assurance  that
under actual conditions such products will perform as expected or that future
products will be Year 2000 compliant.

     The  Company,  being a development stage Company, has readily  available
hard copy accounting records, invoices, and other paper trails which were  up
dated  prior  to  year  end  1999. Since we have  not  commenced  substantial
operations, third parties non compliance with the Year 2000 issue  will  have
minimal  impact on us. We in contracting with new vendors, manufactures,  and
plants  are  pre-establishing the third party's  compliance  with  Year  2000
issues.

Additional Information

     We  intend to provide an annual report to out security holders,  and  to
make quarterly reports available for inspection by our security holders.  The
annual report will include audited financial statements.

     We  are  subject  to  the informational requirements of  the  Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith,  will
file  reports,  proxy statements and other information with  the  Commission.
Such  reports,  proxy statements and other information may  be  inspected  at
public  reference facilities of the Commission at Judiciary Plaza, 450  Fifth
Street N.W., Washington D.C. 20549; Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; 7 World Trade Center, New  York,
New  York, 10048; and 5670 Wilshire Boulevard, Los Angeles, California 90036.

<PAGE>

Copies of such material can be obtained from the Public Reference Section  of
the  Commission  at Judiciary Plaza, 450 Fifth Street N.W., Washington,  D.C.
20549  at  prescribed  rates. For further information, the  SEC  maintains  a
website  that contains reports, proxy and information statements,  and  other
information   regarding  reporting  companies  at  (http://www.sec.gov).   We
maintain a website at www.1sustainable.com.

ITEM 2.   PROPERTIES

     Office-    Our  main offices are located at 10240 - 124th Street,  Suite
208,  Edmonton, Alberta, Canada , and our telephone number is (780) 488-9193,
Fax  No.  (780) 488-9100. The facility is a leased approximately  600  square
foot facility utilized in the following manner: a) administrative offices, b)
professional  offices,  c)  miscellaneous.  The  headquarters  is  ideal   to
commencement the pursuit of  marketing activity throughout North America.

     Technical  Library - We maintain a technical library, which is comprised
of  periodicals, trade journals, books, and other documents related primarily
to the basic sciences, government regulations and industry materials.

     Processing  Plant - The manufacturing plant for our products  is  to  be
located in Merkers, Thuringia, Germany, where sufficient processing equipment
will be in place for production purposes. The plant has not been acquired  by
us at this time.

ITEM 3.   LEGAL PROCEEDINGS

     We  are  not  presently a party to any material litigation, nor  to  the
knowledge  of  management is any litigation threatened against us  which  may
materially affect us.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matter  was  submitted to a vote of security  holders,  through  the
solicitation of proxies or otherwise, during the fourth quarter of our fiscal
year ended October 31, 1999.

PART II

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

     Our  Common  Stock  is traded in the over-the-counter securities  market
through  the  National Association of Securities Dealers Automated  Quotation
Bulletin  Board  System, under the symbol "SUDI".  The following  table  sets
forth  the quarterly high and low bid prices for our Common Stock during  our
ast  two  fiscal year, as reported by the National Quotations  Bureau.    The
quotations  reflect inter-dealer prices, without retail mark-up, markdown  or
commission, and may not necessarily represent actual transactions.
<TABLE>
                                     1999
                    Average Bid         Average Ask
     <S>           <C>                 <C>
     September       $.94                $1.31
     October         $.89                $1.48

</TABLE>
Note: We started trading in 1999

     As  of  October  31, 1999, we had approximately 51 stockholders  of  the
13,720,000 shares outstanding.

     We have never declared or paid dividends on our Common Stock.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the
Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

<PAGE>

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

     The following discussion and analysis should be read in conjunction with
our  Financial Statements and the notes thereto appearing elsewhere  in  this
document.

RISK FACTORS AND CAUTIONARY STATEMENTS

      This  report contains forward-looking statements within the meaning  of
Section  27A of the Securities Act of 1933 and Section 21E of the  Securities
Exchange Act of 1934. Actual results and events could differ materially  from
those  projected, anticipated, or implicit, in the forward-looking statements
as a result of the risk factors set forth below and elsewhere in this report.

      With  the exception of historical matters, the matters discussed herein
are  forward looking statements that involve risks and uncertainties. Forward
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results
discussed in such forward-looking statements. The following discussion of our
financial  condition and results of operations should be read in  conjunction
with  our  financial  statements  and the  related  notes  thereto  appearing
elsewhere herein.

Overview

     We  were  organized in May 1998, and are a Development  Stage  Company,
engaged  in the business of commercializing innovative technologies  in  the
environmental,  energy from waste, and alternative power system  industries.
We  have a limited operating history and has not generated revenues from the
sale  of  any  products.  Our  activities have  been  limited  to  start  up
procedures.  Consequently, we have incurred the  expenses  of  start-up  and
licensing.  Future operating results will depend on many factors,  including
our  ability to raise adequate working capital, demand for our services  and
products,  the level of competition and our ability to satisfy  governmental
regulations  and  deliver  company services and products  while  maintaining
quality and controlling costs.

Results of Operations

     Period from October 31, 1998 (Inception) to October 31, 1999

     Our  first year of operation  achieved two main goals. The formation  of
our  organization to pursue our business strategy and obtaining the licensing
of technology required to pursue our objectives.

     Revenues. We are a development stage enterprise as defined in  SFAS  #7,
and  have yet to generate any revenues. We are devoting substantially all  of
our present efforts to: (1) developing our management team and administrative
network,  (2) developing our market, and (3) obtaining sufficient capital  to
commence full operations.

     Our  expenses  increased from $52,111 for the 157 days of operations  in
1998  to $181,236 in 1999 as the result of our completing our 12(g) reporting
requirements with the Securities Act of 1934 and our commencement of  trading
on the  NASD OTC:BB.

Liquidity and Capital Resources

     We  have  not generated revenues during this period and it  is  unknown
when we will generate revenues.  The receipt of funds from Private Placement
Offerings  and loans obtained through private sources by us are  anticipated
to  offset  our  near term cash equivalents for the next  12  months.  Since
inception,  we have financed our cash flow requirements through issuance  of
common  stock.  As we commence operational activities, we  may  continue  to
experience net negative cash flows from operations, pending receipt of sales
revenues. Further, we may be required to obtain additional financing to fund
operations through Common Stock offerings and bank borrowings, to the extent
available,  or  to  obtain additional financing to the extent  necessary  to
augment our working capital.

<PAGE>

We   intend  to  commence  revenue  generation  by  establishing  operational
facilities under development in our target markets. However, we will continue
the  research  and development of our products, increase the  number  of  our
employees, and expand our facilities where necessary to meet development  and
completion  deadlines.   We believe, that existing  capital  and  anticipated
funds  from  operations  will not be sufficient  to  sustain  operations  and
planned  expansion  in  the next twelve months. Consequently,  we  will  seek
additional  financing in order to such additional funds will be available  or
that, if available, such additional funds will be on terms acceptable to us.

     No  assurance can be made that such financing would be available, and if
available it may take either the form of debt or equity. In either case,  the
financing  could  have negative impact on our financial  conditions  and  our
stockholders.

     The Company anticipates that it will incur operating losses in the next
twelve months. The Company's lack of operating history makes predictions  of
future  operating  results difficult to ascertain. The  Company's  prospects
must  be  considered  in  light  of  the risks,  expenses  and  difficulties
frequently  encountered by Company's in their early  stage  of  development,
particularly  Company's  in  new  and  rapidly  evolving  markets  such   as
environmental technology. Such risks for the Company include,  but  are  not
limited  to, an evolving and unpredictable business model and the management
of  growth.  To  address these risks, the Company must, among other  things,
obtain a customer base, implement and successfully execute our business  and
marketing  strategy,  continue to develop and  upgrade  our  technology  and
products, provide superior customer services and order fulfillment,  respond
to  competitive  developments, and attract, retain  and  motivate  qualified
personnel. There can be no assurance that the Company will be successful  in
addressing such risks, and the failure to do so can have a material  adverse
effect  on the Company's business prospects, financial condition and results
of operations.
     Subsequent  financing is needed to provide funds to prove the  business
concept  and  to  finish  the  development of the environmental  technology.
Additional funds will be necessary to take the product to market. We hope to
enter  into  additional funding arrangements through strategic partnerships,
merger,  equity offering or debt offering. Nothing has been  secured  as  of
this time.

       Additionally,  we  received  an  extension  of  12  months  for   the
commencement  of  construction  of  our  first  plant  in  Germany  for  oil
recycling.  Further, the licensing fee of $300,000 on the initial  plant  in
Germany  has  been  delayed until construction is completed.  Although  this
extension  provides  us  with additional time in  which  to  capitalize  the
construction through the sale of our securities or through debt,  there  can
be  no assurance the Company will be able to generate the funds required  to
commence  construction, or complete construction once started. In the  event
we  are unable to commence construction during the extension period,  or  in
the  alternative,  obtain additional extensions,  then  in  that  event  the
licensing   rights  held  by  us  would  be  cancelled,  leaving   us   with
substantially no assets or means of generating revenues.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  Index  to  Financial Statements and Financial  Statement  Schedules
appearing on page F-1 through F-8 of this Form 10-KSB

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

     No Changes to Report

PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

     SECTION  16(a) Beneficial Ownership Reporting Compliance. Section  16(a)
of  the  1934 Act requires our executive officers, directors and persons  who
beneficially own more than 10% of a registered class of our equity securities
to  file  with the S.E.C. initial reports of ownership and reports of changes

<PAGE>

in ownership of common stock and other equity securities of the Company. Such
executive  officers,  directors, and greater than 10% beneficial  owners  are
required by S.E.C. regulation to furnish us with copies of all Section  16(a)
forms  filed  by such reporting persons. Based solely on representation  from
certain reporting persons, we believe that all filing requirements applicable
to  our  executive officers, directors and greater than 10% beneficial owners
were complied.

DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
      Name         Age                          Title
<S>              <C>    <C>
Harold Jahn         29   President, CEO, Secretary/Treasurer, Director
Lew Mansell         52   Senior Vice President, Director
Garry R. Knull      52   Chief Financial Officer
</TABLE>


Harold Jahn -  President and Chief Executive Officer

Mr.  Jahn has served as the Company's Chief Executive Officer, President, and
Chairman  of the Board since May 1998. From mid 1995 until present  Mr.  Jahn
has been president of Enviro-Mining Inc. a company co-founded by Mr. Jahn  as
a  solution  for  recycling  needs in the tire  industry.   Our  mission  has
expanded,  developing  a broader recycling mandate internationally  with  the
inclusion of innovative technologies in power generation and mining equipment
worldwide.   From  July, 1991, to July, 1997, Mr. Jahn was involved  in  real
estate  sales. Mr. Jahn graduated from the University of Alberta  with  a  BA
degree  in  International Relations and Economics  in  1991.   His  education
contributed to his knowledge of business and government issues, creativity in
problem  solving,  strengthened  concerns for  sustainable  development,  and
managing projects in a timely manner.

Lew Mansell - Senior Vice President

Lew  Mansell  has  served as a Senior Vice President and a  Director  of  the
Company  since June, 1998. From August, 1995, to June, 1998, Mr. Mansell  was
the Vice President of Enviro-Mining, Inc. From 1993 until present Mr. Mansell
owned  and  operated INVEQ Services, a mortgage brokerage firm.  Mr.  Mansell
graduated  with  a B.Sc. in chemistry in 1968, and brings over  25  years  of
management  skills  to  this  position.   His  experience  includes   polymer
research,  industrial sales and services in the manufacturing, petrochemical,
and corrosion industry. Since 1978, he has successfully turned around several
Company's   implementing   new  quality  control  systems,   and   production
procedures.  The  marketing and commercialization of innovative  technologies
became his focus from 1990.

Garry R. Knull - Chief Financial Officer

Garry  R.  Knull, CA, has served as Chief Financial Officer  of  the  Company
since June, 1998. From 1979 until present Mr. Knull has been a senior partner
in  the  accounting firm of Knull, Hales & Chapelsy. He has been involved  in
corporate  and  commercial accounting, auditing and providing  financial  and
taxation advice to a variety of clients.  He is also Chief Financial  Officer
of a midsize oilfield manufacturing and supply company.

LIMITATION OF LIABILITY OF DIRECTORS

     Pursuant  to  the  Nevada  General  Corporation  Law,  our  Articles  of
Incorporation  exclude  personal liability for  our  Directors  for  monetary
damages  based  upon  any violation of their fiduciary duties  as  Directors,
except  as  to  liability  for any breach of the duty  of  loyalty,  acts  or
omissions  not  in good faith or which involve intentional  misconduct  or  a
knowing  violation of law, or any transaction from which a Director  receives
an  improper personal benefit. This exclusion of liability does not limit any
right  which  a Director may have to be indemnified and does not  affect  any
Director's  liability under federal or applicable state securities  laws.  We
have  agreed  to  indemnify  our directors against expenses,  judgments,  and
amounts paid in settlement in connection with any claim against a Director if
he  acted  in  good  faith and in a manner he believed  to  be  in  our  best
interests.

<PAGE>

BOARD OF DIRECTORS COMMITTEES AND COMPENSATION

Compensation Committee Interlocks and Insider Participation

     The  Board of Directors does not have a Compensation Committee.   Harold
Jahn, President, oversaw the compensation of our executive officers.

Board of  Director's Report on Executive Compensation

     General.   As  noted  above,  our Board of Directors  does  not  have  a
Compensation Committee and, accordingly, during the fiscal year ended October
31,  1999,  the  Board  of  Directors, through the  President,  reviewed  and
approved the compensation of our executive officers.

     Overall   Policy;   Significant  Factors.   During  fiscal   1999,   the
compensation  decisions  made by the Board of Directors  in  respect  of  our
executive orders were influenced by three major factors.  First, our start-up
nature  brings  with  it  all of the normal capital requirements  to  sustain
growth, therefore certain stock compensation was granted in lieu of salaries,
commissions  and for services rendered.  This practice may be  extended  into
the  future on a case by case basis and accordingly filed with the Securities
and  Exchange  Commission.   Finally,  as  we  continue  to  mature,  certain
additions  to  the executive staff will be required.  As we are  required  to
seek  talent  in outside market, we will be required to provide a competitive
compensation package.

     As  overall  policy, however, the Board continues to believe that  long-
term compensation tied to the creation of stockholder value should constitute
a  significant  component of the compensation to be earned by  our  executive
officers.   In  this  respect, it will be the Board's policy  to  attempt  to
restrain  base  cash compensation (subject to competitive  pressures),  while
providing  the  incentive  for Management to increase  stockholder  value  by
providing  such officers with significant numbers of market-price stock  that
will  not confer value upon the officers unless and until the Company's share
price  rises.   The  Board  of  Directors expects  that  stock  options  will
constitute  a significant component of the compensation package  provided  to
executive officers.

     The  Board  believes that cash bonuses are, at times, appropriate  based
upon  the  performance  of the Company's business compared  to  our  internal
expectations and general business conditions.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table
<TABLE>
                                                        Long Term
                        Annual Compensation            Compensation
  Name and
 Principal                        Other Annual Restricted
  Position   Year  Salary  Bonus  Compensation   stock    Options  Others
<S>          <C>   <C>    <C>     <C>          <C>        <C>     <C>
Harold  Jahn
(1)(2)       1999                   $36,000
Lew  Mansell
(2)          1999                      0
Garry     R.
Knull        1999                      0
</TABLE>
(1)  Sustainable Development Group, controlled by Harold Jahn, received
  9,500,000 shares of founders stock in 1998.
(2)  Enviro-Mining, Inc. controlled equally by Lew Mansell and Harold Jahn
  received 2,800,000 shares of founders stock in 1998.
Stock Option Plan

     The  following descriptions apply to stock option plans, which  we  have
adopted; however, no options have been granted as of this date.

     We  intend for issuance an aggregate of 1,000,000 shares of Common Stock
under  a  Stock  Option  Plan  (the  "Stock Option  Plan")  and  Non-Employee
Directors'  Plan  described  below (the "Directors'  Plan")  which  has  been
adopted  by  us.  These plans are intended to encourage directors,  officers,

<PAGE>

employees  and  consultants  of the Company to acquire  ownership  of  Common
Stock.   The  opportunity  is intended to foster  in  participants  a  strong
incentive  to put forth maximum effort for our continued success and  growth,
to  aid in retaining individuals who put forth such efforts, and to assist in
attracting the best available individuals to the Company in the future.

     Officers (including officers who are members of the Board of Directors),
directors (other than members of the Stock Option Committee (the "Committee")
to  be  established  to administer the Stock Option Plan and  the  Directors'
Plan) and other employees and consultants of the Company and our subsidiaries
(if  established)  will be eligible to receive options under  a  the  planned
Stock  Option Plan.  The Committee will administer the Stock Option Plan  and
will  determine those persons to whom options will be granted, the number  of
options  to be granted, the provisions applicable to each grant and the  time
periods during which the options may be exercised.  No options may be granted
more than ten years after the date of the adoption of the Stock Option Plan.

     Unless  the  Committee,  in our discretion, determines  otherwise,  non-
qualified  stock options will be granted with an option price  equal  to  the
fair  market  value of the shares of Common Stock to which the  non-qualified
stock  option relates on the date of grant.  In no event may the option price
with respect to an incentive stock option granted under the Stock Option Plan
be  less  than  the  fair  market value of such Common  Stock  to  which  the
incentive  stock  option relates on the date the incentive  stock  option  is
granted.

     Each option granted under the Stock Option Plan will be exercisable  for
a  term  of  not more than ten years after the date of grant.  Certain  other
restrictions will apply in connection with this Plan when some awards may  be
exercised.   In  the event of a change of control (as defined  in  the  Stock
Option  Plan),  the  date on which all options outstanding  under  the  Stock
Option  Plan  may  first  be exercised will be accelerated.   Generally,  all
options terminate 90 days after a change of control.

Directors Plan

The Directors' Plan is intended to:
  *   Enable us to secure persons of requisite business experience to serve on
     the Board of Directors,
*    To motivate directors to enhance our future growth by furthering their
     identification with our interests and our stockholders, and
*    To assist in retaining directors.

     The  Directors' Plan provides for the grant of stock options to  persons
who are members of the Board of Directors and who at the time they joined the
Board of Directors were not employees of the Company or any of our affiliates
("Non-Employee  Directors").  The Committee will  administer  the  Directors'
Plan.   Each of the Non-Employee Directors will receive an option to purchase
shares  of  Common  Stock.  Such options will  vest  in  three  equal  annual
installments  commencing  on  the  first  anniversary  of  such  Non-Employee
Director's  election. Options granted under the Directors' Plan  may  not  be
exercised  more than five years after the date of grant.  No  option  may  be
granted  more than ten years after the date of the adoption of the Directors'
Plan.   In  the  event of a change of control (as defined in  the  Directors'
Plan),  the  date on which all options outstanding under the Directors'  Plan
may first be exercised is accelerated.  Generally, all options will terminate
90 days after a change of control.

Director's Compensation

     At the date of this filing, there were no formal Director's Compensation
programs.   The  Board  of  Directors does, however,  reserve  the  right  to
implement such a plan as appropriate for retaining our current members and in
attracting  outside directors.  Directors are reimbursed for their reasonable
out-of-pocket  expenses  incurred on Company business.   From  time  to  time
directors may be provided with stock options.
Other Significant Benefit Arrangements

      Employees Stock Option Plan.  At the date of this filing there  are  no
formal Employee Stock Option Plans. However, Management will ask the Board of
Directors  to  review  the  possible implementation  of  such  a  program  as
Management believes employees' ownership interest in the company is  positive
both in terms of employee morale and in personnel retention.

<PAGE>

      Profit  Sharing  401(k)  Plan.  No segment  of  the  Company  currently
provides a 401(k) plan for any of our employees.  It is, however, expected to
be  a matter for our Board of Directors to review as Management believes such
programs  are beneficial both to our employees themselves and as a  means  of
attracting and retaining quality personnel.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth information as of the date of this  Form
10KSB,  relating  to the beneficial ownership of our common  stock  by  those
persons known to us to beneficially own more than 5% of our capital stock, by
each of our directors, proposed directors and executive officers, and by  all
of  our directors, proposed directors and executive officers as a group.  The
address of each person is care of the Company.

<TABLE>

Name of Beneficial Owner(1)            Number        Percent
                                      Of Shares     Of Class
<S>                                  <C>            <C>
Sustainable Development Group (2)     9,500,000            69%
Enviro Mining Inc (3)                 3,260,000            24%
Harold Jahn (2)                               0              0
Lew Mansell (3)                               0              0
Gary Knull                                    0              0
All Directors & Officers as a Group
</TABLE>
     (1)  As used in this table, "beneficial ownership" means the sole or shared
    power to vote, or to direct the voting of, a security, or the sole or share
    investment power with respect to a security (i.e., the power to dispose of,
    or to direct the disposition of, a security).  In addition, for purposes of
    this table, a person is deemed, as of any date, to have "beneficial
    ownership" of any security that such person has the right to acquire within
          60 days after such date.
     (2)  Sustainable Development Group, controlled by Harold Jahn,  received
          9,500,000 shares of founders stock in 1998.
     (3)  Enviro-Mining, Inc. controlled equally by Lew Mansell and Harold Jahn
          received 2,800,000 shares of founders stock in 1998.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     License Agreement. On June 11, 1998, we entered into a license agreement
("Limited   Technology  License  Agreement")  with  Enviro-Mining   Inc.,   a
stockholder of the Company, regarding the licensing of the Company by Enviro-
Mining,  Inc.  to  use  certain patented technology in  connection  with  the
recycling of waste oil into low sulphur diesel.

     The license is for a period of thirty (30) years commencing on June 11,
1998, with renewable 10 year terms. The Limited Technology License Agreement
requires  the  payment of certain minimal annualized payments,  and  in  the
event  of  default  in the payments, we could lose our  rights  to  continue
utilizing  the technology. Further, the Limited Technology License Agreement
provides that we "must commence construction in the first twelve (12) months
of  this agreement, a plant of minimum capacity of 90,000 tons of waste  oil
input  in the Territory." The agreement, dated June 11, 1998, further states
that  it  shall be just cause for termination of the Licensee of all license
and  marketing  rights if we have not commenced construction  of  the  first
plant  within  the  first year of the license agreement, and  an  additional
commercial  scale plant every year thereafter for the next 5 years.  On  May
11, 1999 the Limited Technology License Agreement was amended to reflect  an
extension  until  June 11, 2000 for us to comply with  the  commencement  of
construction and delayed payment of the License fee of $300,000.

Enviro-Mining, Inc.  Harold Jahn our President and CEO, and Lew  Mansell  our
Senior Vice President are joint owners of Enviro-Mining, Inc.

Sustainable  Development Group Harold Jahn our President  and  CEO,  and  Lew
Mansell our Senior Vice President are joint owners of Sustainable Development
Group.

<PAGE>

ITEM  13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND  REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report

     1.   Financial Statements:

     A.   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

1.Independent Auditors  Report                                           F-1
2.Financial Statements:
  Statements of Loss and Deficit for the Period Ended October 31, 1999   F-2
  Balance Sheet                                                          F-3
  Statement of Cash Flows for the Period Ended October 31, 1999          F-4
  Statement of Changes in Stockholders' Equity for the
  period ended October 31, 1999                                          F-5
  Notes to Consolidated Financial Statements                       F-6 - F-8

                All schedules are omitted because they are not applicable  or
          the  required  information is shown in the  consolidated  financial
          statements or notes thereto.

           2.    During the fiscal year 1999, the Company filed the following
8-Ks.

          3.   Subsequent  to  the end of the fiscal year, the Company  filed
               the following reports on Form 8-K

<PAGE>

                                 SIGNATURES

      Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.

SUSTAINABLE DEVELOPMENT, INC.                DATED: February 8, 2000



By:/s/ Harold Jahn
     Harold Jahn
     President


      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this  report has been signed below by the following persons on behalf of  the
registrant and in the capacities and on the dates indicated.

Signature                     Title                         Date

/s/ Horold Jahn               President                February 8, 2000
Harold Jahn

/s/ Lew Mansell               Senior Vice President    February 8, 2000
Lew Mansell

<PAGE>

Grant Thornton LL{
Chartered Accounts
Canadian Member Firm of
Grant Thornton International


Auditors' Report


     To the Stockholders of
     Sustainable Development International Inc. (A Development Stage
     Company)


     We   have  audited  the  balance  sheet  of  Sustainable  Development
     International  Inc. (A Development Stage Company) as at  October  31,
     1999  and  1998 and the statements of loss and deficit,  cash  flows,
     and  changes in stockholders' equity for each of the two periods 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 audit.

     We   conducted  our  audit  in  accordance  with  Canadian  generally
     accepted  auditing standards.  Those standards require that  we  plan
     and  perform  an  audit  to obtain reasonable assurance  whether  the
     financial  statements are free of material misstatements.   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.

     In  our  opinion, these financial statements present fairly,  in  all
     material  respects,  the financial position  of  the  company  as  at
     October  31, 1999 and 1998 and the results of our operations and  our
     cash  flows for each of the two periods then ended in accordance with
     generally accepted accounting principles in the United States.






     Edmonton, Canada
     January 21, 2000                   Chartered Accountants

<PAGE>
<TABLE>

Sustainable Development International Inc.
(A Development Stage Company)
Statements of Loss and Deficit
(Expressed in United States Dollars)
Period Ended October 31                              1999        1998

                                                            (157 days)


                          Cumulative from
                          May 27, 1998 to
                          October 31, 1999
<S>                      <C>                <C>            <C>
Expenses
  Advertising                       $417            $267           $150
  Amortization                    14,167          10,000          4,167
  Consulting fees                107,842          84,441         23,401
  Management fees (Note 5)        54,000          36,000         18,000
  Office                           1,728           1,728              -
  Professional fees               43,861          38,873          4,988
  Service charges                  1,008             553            455
  Travel                          10,324           9,374            950
                          --------------    ------------  -------------
                                 233,347         181,236         52,111

Other items
  Loss on exploration              6,680           6,680              -
  Gain on foreign exchange       (8,776)         (8,776)              -
  Interest revenue               (6,355)         (6,355)              -
                        ---------------     -----------    ------------
                                 (8,451)         (8,451)              -
                        ---------------    -------------   ------------
Net loss                     $(224,896)$      (172,785)$       (52,111)
                        =============== ===============   =============
</TABLE>
<TABLE>
<S>                                         <C>           <C>
Deficit accumulated through
  development stage, beginning of year        $(52,111)              $-

Net loss                                      (172,785)        (52,111)
                                           -----------  --------------
Deficit accumulated through
  development stage, end of year            $(224,896)$        (52,111)
                                           =========== ===============
</TABLE>
             See accompanying notes to the financial statements.

<PAGE>
<TABLE>
Sustainable Development International Inc.
(A Development Stage Company)
Balance Sheet
(Expressed in United States Dollars)
October 31                               1999        1998



Assets
<S>                                <C>         <C>
Current
 Cash                               $ 155,042   $ 330,053

Deposit                                16,925           -
Due from related party (Note 5)        94,764           -
Licensing agreement (Note 3)          285,833     295,833
                                   ----------  ----------
                                    $ 552,564   $ 625,886
                                   ==========  ==========
</TABLE>
<TABLE>


Liabilities
<S>                              <C>           <C>
Current
 Payables and accruals              $  93,452   $  13,989
                                 ------------  ----------

Stockholders' Equity
Capital stock (Note 4)                684,008     664,008
Deficit                             (224,896)    (52,111)
                                  ----------   ----------
                                      459,112     611,897
                                  -----------  ----------
                                    $ 552,564   $ 625,886
                                  ===========  ==========
</TABLE>
Going concern (Note 1)

Commitment  (Note 3)

             See accompanying notes to the financial statements.

<PAGE>
<TABLE>
Sustainable Development International Inc.
(A Development Stage Company)
Statement of Cash Flows
(Expressed in United States Dollars)
Period Ended October 31                  1999        1998

                                                (157 days)

                     Cumulative from
                     May 27, 1998 to
                     October 31, 1999
<S>                           <C>              <C>          <C>
Increase (decrease) in cash

 Operating
   Net loss                    $    (224,896)   $(172,785)  $    (52,111)
   Amortization                        14,167      10,000        4,167
   Services settled with shares        43,351      20,000        23,351

   Change in non-cash operating
     working capital:
     Increase in deposits            (16,925)    (16,925)        -
     Increase in payables and
       accruals                        93,452      79,463        13,989
                                -------------  -----------  -------------
                                     (90,851)    (80,247)        (10,604)

Financing
   Issuance of capital stock          640,657           -        640,657
   Advances to related parties       (94,764)    (94,764)        -
                                -------------  ----------   ------------
                                      545,893    (94,764)        640,657

Investing
   Purchase of licensing agreement  (300,000)           -        (300,000)
                                ------------  -----------  --------------
Net increase (decrease) in cash       155,042   (175,011)        330,053

Cash

 Beginning of period                        -     330,053             -
                                -------------  ----------   -------------
 End of period                      $ 155,042   $ 155,042        330,053
                                =============  ==========  =============
</TABLE>
             See accompanying notes to the financial statements.

<PAGE>
<TABLE>
Sustainable Development International Inc. (A Development Stage Company)
Statement  of  Changes in Stockholders' Equity (Expressed  in  United  States
Dollars)
Period Ended October 31, 1999
                                                     Additional
                  Number of         Par      Common    Paid-in
                     Shares         Value      Stock    capital   deficit  total
<S>              <C>             <C>      <C>        <C>      <C>       <C>
Balance,
May 27, 1998                -    $    -    $    -    $    -    $    -    $    -

Shares issued
to founding
stockholders,
May 1998            11,500,000    .001     11,500     (11,492)     -     8

Common shares
issued for
transfer of
Licensing Agreement,
June 1998           1,200,000     .001     1,200     298,800      -   300,000

Common shares issued
for cash consideration
of $0.25 per share
by private placement,
September 1998        706,596     .001       707      175,943      -  176,650

Common shares issued
for services,
June 1998
to  October  1998      93,404     .001        93        23,257       - 23,350

Common shares issued
for cash consideration
of $1.00 per share
by private placement,
October 1998          200,000     .001       200      199,800      -  200,000

Expenses on issuance
of   share  capital         -        -          -     (36,000)     -  (36,000)

Net   loss                  -        -          -          -  (52,111) (52,111)
                  --------------------------------------------------------------
Balance, October
31, 1998          13,700,000       -    13,700       650,308 (52,111) 611,897

Common shares
issued for
services,
November 1998         20,000    .001       20        19,980        -  20,000

Net loss                -       -        -             -  (172,785) (172,785)

Balance,
October 31,
1999         13,720,000        $.001    $13,720   $670,288  $(224,896)$(459,112)
</TABLE>
<PAGE>

Sustainable Development International Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in United States Dollars)
October 31, 1999



1.   Nature of operations and basis of presentation

Sustainable  Development  International, Inc., a  Nevada  corporation,  is  a
development  stage  company formed on May 27, 1998 to  encourage  sustainable
development  by  commercializing  innovative  technologies  in  environmental
industries.

The  company's goal is to acquire technology rights and licenses from  patent
holders for proven technologies, then secure a market, and finally raise  the
necessary capital to build, own, and operate facilities throughout the world.

The company's accounting and reporting policies conform to generally accepted
accounting principles and industry practice in the United States. The amounts
reported in these financial statements are in United States dollars.

The  accompanying financial statements have been prepared on the  basis  that
the company will continue as a going concern which assumes the realization of
assets and settlement of liabilities in the normal course of business.  Since
our  inception,  the  company  has been engaged in  organizational  and  pre-
operating  activities.  Further, the company has generated  no  revenues  and
incurred  losses.  Continuation of the company's existence is dependent  upon
our  ability  to  obtain additional capital and our ability  to  successfully
develop  technologies  and  sustain profitable operations.   The  uncertainty
related  to  these  conditions raises substantial doubt about  the  company's
ability   to  continue  as  a  going  concern.   The  accompanying  financial
statements do not include any adjustments that might result from the  outcome
of this uncertainty.



2.   Summary of significant accounting policies

Use of estimates

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

Licensing agreement

Licensing agreements are recorded at cost. Licensing agreements are  assessed
for  future  recoverability or impairment on an annual  basis  by  estimating
future  net  undiscounted  cash flows and residual values  or  by  estimating
replacement or appraised values. If the net carrying amount of the  licensing
agreement  exceeds  the estimated net recoverable amount,  the  agreement  is
written down with a charge against income.

Amortization  of  licensing  agreements is being recorded  in  the  financial
statements on a straight-line basis over the life of the agreement, which  is
30 years.

<PAGE>

Sustainable Development International Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in United States Dollars)
October 31, 1999



3.   Licensing agreement

On  June 11, 1998 Sustainable Development International Inc. entered  into  a
Limited  Technology License Agreement with Enviro-Mining  Inc.,  an  Alberta,
Canada   Corporation.   The   Agreement   commits   Sustainable   Development
International Inc. to pay an amount equal to or less than $300,000 to Enviro-
Mining  Inc.  as  a production royalty.  Enviro-Mining Inc. has  provided  an
extension  of  the  original agreement and has delayed payment,  without  any
penalties.

This  licensing agreement allows the company to use a process that is related
to  an  oil  re  refining technology for the production of a high  grade  low
sulphur #2 diesel and associated products from waste lubrication oil.

The  Agreement  could be terminated if Sustainable Development  International
Inc.  does  not  commence construction by June 11, 2000, at a  minimum  plant
capacity of 90,000 Tonnes of waste oil input.



4. Capital stock                         1999        1998

Authorized:

50,000,000 Common voting
shares, $.001 par value
10,000,000 Preferred shares

Issued:

13,720,000  (1998  - 13,700,000)
common voting  shares               $    13,720     $ 13,700
Additional paid in capital              670,288      650,308
                                    -----------  -----------
                                      $ 684,008    $ 664,008
                                    ===========  ============
During  November  1998,  20,000 shares were issued for  $20,000  of  services
provided to the company.



5. Related party transactions

a)    During the year, Enviro-Mining Inc., a stockholder of the company, paid
   expenses on behalf of the company.  Advances were also made to Enviro-Mining
   Inc.  to assist with acquiring new technologies.  Amounts due from Enviro-
   Mining Inc. are non-interest bearing with no set terms of repayment.

b)   During  the year, management fees were paid to a director of the company
     totalling $36,000 (1998 - $18,000).

<PAGE>

Sustainable Development International Inc.
Notes to the Financial Statements
(Expressed in United States Dollars)
October 31, 1998



6.   Subsequent events

a)    On  November  22, 1999, the company announced that it has  incorporated
   Intercontinental Granite Incorporated.  The company will own  80%  of  the
   outstanding  common  shares of Intercontinental Granite  Incorporated  for
   nominal consideration.

b)    On  December  15,  1999, 56,800 common voting  shares  were  issued  to
   consultants  to  the company pursuant to the Stock Compensation  Plan,  in
   settlement of accounts payable of $60,350.

c)   On December 16, 1999, the company entered into an agreement to form Pro-
   Active Incorporated.  The company will own 60% of Pro-Active Incorporated for
   nominal consideration, which will manage health care information through the
   use of integrated systems, customized databases and intelligent ID cards.

d)   On January 14, 2000, the company acquired 22,500 acres of mineral claims
   under a metallic and industrial minerals permit.



7. Uncertainty due to the Year 2000 Issue

The  Year 2000 Issue arises because many computerized systems use two  digits
rather than four to identify a year. Date-sensitive systems may recognize the
year  2000  as 1900 or some other date, resulting in errors when  information
using year 2000 dates is processed. In addition similar problems may arise in
some  systems  which use certain dates in 1999 to represent  something  other
than a date.  Although the change in date has occurred, it is not possible to
conclude that all aspects of the Year 2000 Issue that may affect the  entity,
including those related to customers, suppliers, or other third parties, have
been fully resolved.