**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549




**FORM
      10-K**




x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**




For
      the
      fiscal year ended December 31, 2007




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




For
      the
      transition period from ________ to ________




*Commission
      file number 001-32528*




**SBD
      International Inc.**


(Name
      of
      small business issuer in its charter)





**Nevada**
            
            **20-4357915**(State
                or other jurisdiction
            
            (I.R.S.
                Employerof
                incorporation or organization)
            
            Identification
                No.)




6464
      NW
      5th Way, Ft Lauderdale Florida 33309


(Address
      of principal executive offices) (Zip Code)




Issuer's
      telephone number (954) 533-0522




Securities
      registered under Section 12(b) of the Exchange Act: None




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




Common
      Stock, $.001 par value per share


(Title
      of
      class)




Check
      whether the issuer is not required to file reports pursuant to


Section
      13 or 15(d) of the Exchange Act. o




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 o    No x.




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. o




Indicate
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act). Yes o   No x




The
      issuer's revenues for the fiscal year ended December 31, 2007 were
      $1,088,295.




As
      of
      August 16, 2008, the aggregate market value of the voting and non-voting common
      equity held by non-affiliates of the issuer was approximately
      $4,073,381.00




As
      of May
      16, 2007, the number of shares outstanding of the issuer's common stock, $.001
      par value per share, was 286,930,782




Transitional
      Small Business Disclosure Format (check one): Yes o   No x




Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
                  accelerated filer o
              
              Accelerated
                  filer o
              
              Non-accelerated
                  filer o
              
              Smaller
                  non-reporting company x(Do
                  not check if a smaller reporting company)

















**EXPLANATORY
      NOTE**




This
      Draft Annual Report on Form 10-K for 2007 is unaudited and not reviewed. This
      information is designed to provide some basic information on the company until
      we are able to have our audits completed.




The
      final
      audited statements may vary significantly from the information contained herein
      specifically as far as the information describing the embedded value of the
      derivatives instruments may change as well as the section describing the
      shareholder equity.









**TABLE
      OF CONTENTS**




PagePART
                I
            1ITEM
                1. DESCRIPTION OF BUSINESS
            1ITEM
                2. DESCRIPTION OF PROPERTY
            7ITEM
                3. LEGAL PROCEEDINGS
            7ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            7PART
                II
            8ITEM
                5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
                BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
            8ITEM
                6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            9ITEM
                7. FINANCIAL STATEMENTS
            12ITEM
                8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSUREITEM
                8A. CONTROLS AND PROCEDURESITEM
                8B. OTHER INFORMATIONPART
                III
            14ITEM
                9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            14ITEM
                10. EXECUTIVE COMPENSATION
            15ITEM
                11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                AND
                RELATED STOCKHOLDER MATTERS
            16ITEM
                12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            17ITEM
                13. EXHIBITS
            17ITEM
                14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
            17SIGNATURES
            19EXHIBIT
                INDEX






-
          i -
 
  **PART
        I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**Forward-Looking
      Statements**




Statements
      contained in this annual report on Form 10-K (the "Form 10-K") that are not
      purely historical are forward-looking statements of SiteWorks Building &
Development Co. (the "Company" "we" "us") within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended (the "Securities Act"), and Section
      21E
      of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
      Examples of forward-looking statements include, but are not limited
      to:




o
            projects
                of revenues, capital expenditures, growth, prospects, dividends,
                capital
                structure and other financial
                matters;




o
            statements
                of strategic plans and objectives of the Company's management or
                board of
                directors;




o
            statements
                regarding the Company's future economic
                performance;




o
            statements
                of assumptions underlying other statements and statements about the
                Company and its business relating to the future;
                and




o
            any
                statements using such words as "anticipate," expect," "may," "project,"
                "intend" or similar expressions.




These
      forward-looking statements are based on the Company's current expectations
      and
      beliefs concerning future developments and their potential effects on the
      Company. There can be no assurance that future developments affecting the
      Company will be those that the Company anticipates. These forward-looking
      statements involve a number of risks, uncertainties (some of which are beyond
      the Company's control) or other assumptions that may affect the Company's
      ability to achieve its anticipated results and may cause actual results or
      performance to be materially different from those expressed or implied by such
      forward-looking statements. These risks and uncertainties include, but are
      not
      limited to, the validity of the Company's issued shares of stock; the Company's
      ability to continue as a going concern; the availability of financing on terms
      acceptable to the Company; the management's ability to implement the Company's
      business and growth strategy; the validity of the underlying assumptions and
      estimates of projected costs and revenues on a contract; and the management's
      ability to maintain an effective system of internal control over financial
      reporting and disclosure controls and procedures. For additional information
      regarding risks and uncertainties to which the Company is subject, see "Risk
      Factors" included in Part I, Item I "Description of Business" of this Form
      10-KSB. The Company files annual, quarterly and current reports and other
      information with the Securities and Exchange Commission (the "SEC"). The Company
      undertakes no obligation to publicly update or revise any forward-looking
      statements included in this Form 10-KSB, whether as a result of new information,
      future events or otherwise.




Given
      the
      nature of the stock issued by the Company, the Company may be unable to rely
      on
      the safe harbor created by Section 21E of the Exchange Act.




**General**




SBD
      International was incorporated in Feb 2006 in Nevada.




Siteworks
      Building & Development Co. was incorporated in the State of Florida on
      August 8, 2001 under the name Siteworks, Inc. The Company changed its name
      to
      its current name on April 15, 2006.




On
      March
      13, 2002, the Company merged with Real Time Cars, Inc., a Nevada corporation
      ("RTCI") resulting in the Company existing as the surviving company. The
      shareholders of RTCI received one share of the Company's common stock in
      exchange for each share of common stock owned in RTCI. The merger with RTCI
      occurred as a result of the termination of an acquisition agreement between
      RTCI
      and Automated Management Resources, Ltd. ("AMR"), a Nevada corporation that
      was
      controlled by the Company's management and founding stockholders. AMR was
      incorporated on April 6, 1999 and was engaged in a similar business as the
      Company through its wholly owned subsidiary, Automated Management resources,
      Ltd., a Barbados company ("AMR Barbados"). On November 21, 2000, AMR entered
      into a stock exchange transaction with RTCI, whereby RTCI acquired all of the
      common stock of AMR and agreed to pay a finders' fee of $200,000 to the
      President of AMR, and subsequently continued as the surviving corporation
      changing its name to Real Time Cars, Inc. RTCI defaulted on the finders' fee
      payment resulting in termination of the stock exchange agreement and merger
      with
      the Company on March 13, 2002.




On
      September 29, 2003, the Company acquired Cork Acquisition Corp., a Delaware
      corporation for 2,000,000 shares of its common stock for all of the common
      stock
      of Cork. Prior to the merger, Cork was an inactive company that had no assets
      or
      liabilities.




The
      Company's businesses include construction and real estate development, general
      contracting, and preconstruction planning and construction management services.
      The Company is currently managing projects in West Palm Beach, Miami, and is
      in
      the initial stages of project development in overseas markets including
      Thailand. The Company also intends to expand into infrastructure work, including
      installation of electric and gas utilities. The Company has operating competence
      in the installation of underground utilities and owns certain specialty
      equipment which will enable it to carry out trenching projects.


-
          1 -




**General
      Contracting Services**




The
      Company's approach to professional general contracting is based on tradition
      and
      employs all the skill sets and modern tools available to the construction
      professional. The Company utilizes scheduling software, automated estimating,
      integrated construction management tools to plan, manage and operate its
      construction projects. The Company provides hard bid numbers from an extensive,
      qualified subcontractor database.




The
      Company intends to provide to its customers the following:




o
            a
                listing of possible value engineering ideas with each hard
                bid;




o
            staging
                and sequencing plans;




o
            project
                specific safety plan; and




o
            resource
                loaded scheduling, which indicates the cash flow, manpower and equipment
                for the project at any given point.




**Preconstruction
      Planning Services**




As
      part
      of its preconstruction services, the Company offers a preconstruction package
      that includes:




o
            establishment
                of a realistic budget;




o
            design
                and permitting assistance;




o
            value
                engineering alternatives;




o
            weekly
                meetings with all parties;




o
            schedules
                for both preconstruction and construction
                stages;




o
            subcontractor
                pricing;




o
            recommendations
                regarding the purchase of long lead items;
                and




o
            calculation
                of a guaranteed maximum price.




The
      Company has not yet provided any preconstruction planning services.




**Construction
      Management Services**




The
      Company offers construction management services throughout the building cycle
      and such services include, but are not limited to:




o
            assistance
                in all phases of permit processing;




o
            preparation
                of all subcontractors' and/or suppliers' purchase orders required
                in
                connection with the work;




o
            scheduling,
                coordination and supervision of the physical
                construction;




o
            establishment
                of a realistic budget;




o
            monitoring
                of compliance with assigned
                responsibilities;




o
            preparation
                and submission of all necessary
                documentation;




o
            preparation
                and maintenance of the project schedule;
                and




o
            training
                of the owner in mechanical and other systems
                operation.




With
      respect to providing construction management services, the Company strives
      to
      ensure that all parties' roles and responsibilities are clearly defined and
      that
      all parties are focused on completing the project. Depending on the customer's
      needs, some of the preconstruction planning services to be offered by the
      Company may overlap with the Company's construction management
      services.




The
      Company has not yet provided any construction management
      services.


-
          2 -




**Strategic
      Plan**




The
      Company intends to pursue a strategy of:




o
            bidding
                on contracts to act as a general contractor or project manager on
                construction projects;




o
            performing
                general construction services as a general contractor on third party
                contracts




o
            securing
                long-term contractual relationships via partnering with major institutions
                and governmental agencies on all levels;andbecoming an efficient producer of high quality construction
                services.




**Construction
      Projects**




Generally,
      the Company submits bids through the "competitive bid" method, in which the
      price is the major determining factor, or through submitting proposals to
      potential customers whereby the contracts are awarded based on the combination
      of technical capability and competitive price. If the Company submits the
      winning bid or proposal, the Company will then enter into a definitive agreement
      regarding the construction project which was the subject of the bid or the
      proposal, as applicable.




During
      2006, the Company bid on several projects, none of which were successful. During
      the fiscal year ended December 31, 2006, the Company participated in small
      and
      medium sized construction projects.




**Acquisitions**




On
      September 28, 2005, the Company sold for $220,000 a vacant, undeveloped parcel
      of land in Jupiter, Florida. The Company acquired the land on July 31, 2003
      for
      $105,000 and incurred mortgages of $27,998 and $69,256, which mortgages were
      satisfied at the time of the sale.




**Competition**




The
      construction industry is highly competitive, and numerous large, well-financed
      companies with established brand names and significantly greater capabilities
      and resources provide similar services in the markets in which the Company
      operates. The Company competes with a variety of national and regional
      contractors, including, but not limited to, Centex Corporation and Lennar
      Corporation on a national scale and locally with Scott Robbins Construction,
      Inc. and The Related Group of Florida. The Company expects competition to be
      intense for available opportunities. The Company believes that price,
      responsiveness and customer relationships are key factors in the Company's
      competition with larger companies providing general contracting, preconstruction
      planning and construction management services.




**Regulation**




The
      Company must comply with federal, state and local laws and regulations relating
      to, among other things, zoning, construction permits or entitlements,
      construction material requirements, density requirements, building design and
      property elevation, building codes and handling of waste. These laws and
      regulations are subject to frequent change and often increase construction
      costs. We are also subject to a variety of local, state and federal statutes,
      ordinances, rules and regulations concerning protection of health and the
      environment. The particular environmental laws which apply to any given
      community vary greatly according to the community site, the site's environmental
      conditions and the present and former uses of the site. These environmental
      laws
      may result in delays, may cause us to incur substantial compliance, remediation
      and/or other costs, and prohibit or severely restrict development in certain
      environmentally sensitive regions or areas.




Despite
      the past standards to obtain necessary permits and approvals for communities,
      we
      anticipate that increasingly stringent requirements will be imposed on
      developers and homebuilders in the future. Although we cannot predict the effect
      of these requirements, they could result in time-consuming and expensive
      compliance programs and substantial expenditures for pollution and water quality
      control, which could have a material adverse effect on our profitability. In
      addition, the continued effectiveness of permits already granted or approvals
      already obtained is dependent upon many factors, some of which are beyond our
      control, such as changes in policies, rules and regulations and their
      interpretation and application.




-
          3 -
 
  **Employees**




As
      of
      December 31, 2007, the Company had four full time employees, Carl Nurse, the
      Company's President, Chief Executive Officer and Chief Financial Officer, Lisa
      Konrath, Commerical Manager , Sastra Maharaj, accountant and John Tawse ,
      Project Manager and an accountant. The Company hires subcontractors or contract
      labor on an as needed basis.




**Recent
      Developments**




.In
      June
      2006, the company acquired from Munch LLC a vacant 33,000 square foot building
      that was formerly used as a Walmart Store in Chiefland Florida. The property
      was
      acquired for company stock valued at $2,100,000. In March 2006, the property
      was
      refinanced and due to a condition of the funding, placed in a subsidiary,
      Integral Inc. Current plans call for the property to be subdivided into smaller
      stores and leased initially. Plans are also being developed for a 20,000 square
      foot addition to the property. The Company will be the general contractor for
      this proposed $1,200,000 addition.




**Risk
      Factors**




Unless
      the context indicated otherwise, all references to "we," "us," "our" or the
      "Company" in this subsection "Risk Factors" refer to the Company. We are subject
      to a number of risks listed below, which could have a material adverse effect
      on
      our financial condition, results of operations and value of our Common
      Stock.




**Risks
      Relating to Our Business**




As
      of
      December 31, 2007, 286,930,782 shares of Common Stock and 5,100,000 shares
      of
      preferred stock were issued and outstanding.




We
      had
      net losses of approximately $1,290,456 and $2,080,496 for the fiscal years
      ended
      December 31, 2007and 2006, respectively, and generated $,088,295 and $471,8370
      in revenues during the fiscal years ended December 31, 2007 and 2006,
      respectively. Our auditors included a going concern qualification in their
      report on our financial statements for the fiscal year ended December 31, 2006.
      We cannot assure you that we will be able to generate enough revenue or raise
      sufficient capital to operate our business during the next 12 months. Our
      existence is dependent upon our management's ability to develop profitable
      operations and resolve our liquidity problems. We cannot assure you that we
      will
      ever achieve profitable operations or generate significant revenues. We may
      continue to have operating losses in the foreseeable future. If we are unable
      to
      continue as a going concern, we may cease to operate and our investors may
      lose
      some or all of their investment.




We
      may be
      unable to obtain adequate financing to implement our business plan, which will
      negatively impact our liquidity and ability to continue our
      operations.




We
      have
      very limited financial resources. We will need to obtain funding for our working
      capital needs and business development. Our ability to obtain financing depends,
      in part, upon prevailing capital market conditions as well as our operating
      results which may impact our efforts to arrange financing on terms satisfactory
      to us. Moreover, we may not be able to obtain additional financing by the
      issuance of additional shares of our capital stock due to the fact that our
      authorized capital stock may not have been properly approved by our
      shareholders. Certain shares of our stock issued by us since incorporation
      may
      be invalidly issued under the Florida Business Corporation Act and, as a result,
      our shareholders may have rescission rights under federal and/or state
      securities laws." If adequate funds are not available, or are not available
      on
      acceptable terms, we may not be able to make future investments, take advantage
      of other opportunities, or otherwise respond to competitive challenges. Our
      failure to obtain capital on acceptable terms will also negatively impact our
      liquidity and our ability to continue our operations.




We
      depend
      on the services of our President to implement our business strategy and the
      loss
      of his services will have an adverse effect on our business.




The
      extensive experience and contacts of our President, Mr. Nurse, within the
      construction industry are a critical component of our business strategy. The
      growth of our operations is dependent upon the personal efforts and abilities
      of
      our President to evaluate and pursue our business opportunities. The loss of
      the
      services of our President, for any reason, will adversely affect our
      business.




We
      may be
      unable to hire and retain qualified employees which will have an adverse effect
      on our financial condition and result of operations.




We
      believe that our business strategy is substantially dependent upon our ability
      to attract, hire, retain and motivate qualified employees. We cannot assure
      you
      that we will be successful in hiring or retaining the services of qualified
      managerial, technical or administrative personnel necessary to support our
      business. Our inability to hire and retain qualified employees will have an
      adverse effect on our financial condition and results of
      operations.




We
      will
      encounter intense competition from substantially larger and better financed
      companies which may have a negative impact on our ability to achieve profitable
      operations.




Our
      success depends upon our ability to penetrate the market for general
      contracting, pre-construction management and construction management services.
      Our company will compete with more established entities with greater financial
      resources, longer operating histories and more recognition in the market place
      than we do. It is also possible that previously unidentified competitors may
      enter the market place and decrease
      our chance of acquiring the requisite market share. Our future success will
      depend upon our ability to penetrate the market quickly and efficiently. Our
      ability to respond to the evolving demands of the marketplace will play a key
      role in our success. If we are unable to respond and compete in these markets,
      it will have a material adverse effect on our results of operations and
      financial condition and will negatively impact our ability to achieve profitable
      operations.




-
          4 -




If
      we
      fail to maintain an effective system of internal control over financial
      reporting and disclosure controls and procedures, we may be unable to accurately
      report our financial results and comply with the reporting requirements under
      the Exchange Act. As a result, current and potential shareholders may lose
      confidence in our financial reporting and disclosure required under the Exchange
      Act, which could adversely affect our business and we could be subject to
      regulatory scrutiny.




Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), we will be
      required, beginning with our annual report on Form 10-KSB for the fiscal year
      ending December 31, 2006, to include in our annual reports on Form 10-KSB,
      our
      management's report on internal control over financial reporting and the
      registered public accounting firm's attestation report on our management's
      assessment of our internal control over financial reporting. We are in the
      process of preparing an internal plan of action for compliance with the
      requirements of Section 404. As a result, we cannot guarantee that we will
      not
      have any "significant deficiencies" or "material weaknesses" reported by our
      independent registered public accounting firm. Compliance with the requirements
      of Section 404 is expected to be expensive and time-consuming. If we fail to
      complete this evaluation in a timely manner, or if our independent registered
      public accounting firm cannot timely attest to our evaluation, we could be
      subject to regulatory scrutiny and a loss of public confidence in our internal
      control over financial reporting. In addition, any failure to establish an
      effective system of disclosure controls and procedures could cause our current
      and potential shareholders and customers to lose confidence in our financial
      reporting and disclosure required under the Exchange Act, which could adversely
      affect our business.




We
      may be
      unable to implement our business and growth strategy which will negatively
      impact our financial condition and results of operations.




Our
      growth strategy and ability to generate revenues is largely dependent upon
      our
      ability to: (i) develop and provide general contracting, pre-construction
      planning and construction management services; (ii) hire highly skilled
      subcontractors; (iii) obtain adequate financing on acceptable terms to fund
      our
      growth strategy; (iv) develop and expand our customer base; and (v) negotiate
      agreements on terms that will permit us to generate adequate profit margins.
      Our
      failure with respect to any or all of these factors could impair our ability
      to
      successfully implement our growth strategy, which will have an adverse effect
      on
      our financial condition and results of operations.




If
      we are
      unable to accurately estimate the overall risks, revenues or costs on a
      contract, we may incur a loss on the contract which will have an adverse effect
      on our financial condition and results of operations.




We
      expect
      that will mostly enter into fixed price contracts which require us to perform
      the contract for a fixed price irrespective of our actual costs. As a result,
      we
      may realize a profit on these contracts only if we successfully control our
      costs and avoid cost overruns. We may also enter into cost plus award fee
      contracts which provide for reimbursement of the costs required to complete
      a
      project, but generally have a lower base fee and an incentive fee based on
      cost
      and/or schedule performance. If our costs exceed the revenues available under
      such a contract or are not allowable under the provisions of the contract,
      we
      may not receive reimbursement for these costs. Guaranteed maximum price
      contracts that we may enter into provide for a cost plus fee arrangement up
      to a
      maximum agreed-upon price. These contracts also place the risk on us for cost
      overruns that exceed the guaranteed maximum price. Pre-construction planning
      and
      construction management contracts are those under which we agree to manage
      a
      project for the customer for an agreed upon fee, which may be fixed or may
      vary
      based upon negotiated factors. Profitability on these types of contracts is
      driven by changes in the scope of work, which could cause cost overruns beyond
      our control and limit profits on these contracts. Cost overruns, whether due
      to
      inefficiency, faulty estimates or other factors, result in lower profit or
      a
      loss on a project. We expect that our contracts will be based, in part, on
      cost
      estimates that are subject to a number of assumptions. If our estimates of
      the
      overall risks, revenues or costs prove inaccurate or circumstances change,
      we
      may incur a lower profit or a loss on the contract which will negatively impact
      our financial condition and results of operations.




We
      may
      fail to meet schedule requirements of our contracts which could adversely affect
      our reputation and/or expose us to financial liability.




The
      construction services industry is highly schedule driven and our contracts
      are
      likely to be subject to specific completion schedule requirements with
      liquidated damages charged to us in the event the construction schedules are
      not
      achieved. Failure to meet any such schedule requirements could cause us to
      suffer damage to our reputation within the construction industry and customer
      base, as well as pay significant liquidated damages which will have an adverse
      effect on our financial condition and results of operation.




Compliance
      with regulations affecting our business could cause us to incur substantial
      costs both in time and money.




We
      are
      subject to extensive and complex laws and regulations that affect the
      construction industry, including, but not limited to, laws and regulations
      related to zoning, permitted land uses, levels of density, building design,
      warranties, storm water and use of open spaces. We generally may be required
      to
      obtain permits and approvals from local authorities to commence and complete
      various construction projects. Such permits and approvals may, from
      time-to-time, be opposed or challenged by local governments, neighboring
      property owners or other interested parties, adding delays, costs and risks
      of
      non-approval to the process. This process is further complicated by the fact
      that certain of our projects may be located in foreign countries where we may
      be
      unfamiliar with all regulatory requirements and approvals established by foreign
      governments. Economic, political and other risks associated with our
      international operations involve risks that could adversely affect our financial
      condition and results of operations." Our obligation to comply with the laws
      and
      regulations under which we operate, and the obligation
      of our subcontractors and other agents to comply with these and other laws
      and
      regulations, could result in delays in the performance of our service, and
      cause
      us to incur substantial costs.




-
          5 -




We
      could
      incur significant costs as a result of liability under environmental laws which
      will have an adverse effect on our financial condition and results of
      operations.




Our
      operations are subject to environmental laws and regulations governing, among
      other matters, the discharge of pollutants into air and water, the handling,
      storage and disposal of solid or hazardous materials or wastes and the
      remediation of contamination, sometimes associated with leaks or releases of
      hazardous substances. Various federal, state and local environmental laws and
      regulations may impose liability for the entire cost of investigation and
      clean-up of hazardous or toxic substances. These laws may impose liability
      without regard to ownership at the time of the contamination or whether or
      not
      we caused the presence of contaminants. Violations of these environmental laws
      and regulations could subject us and our management to fines, civil and criminal
      penalties, cleanup costs and third party property damage or personal injury
      claims which will have an adverse affect on our financial condition and results
      of operations.




Work
      stoppages and other labor problems could adversely affect our financial
      condition and results of operations.




We
      intend
      to rely mostly on subcontractors in providing our general contracting services.
      Certain subcontractors in the construction industry are members of various
      labor
      unions. If the unionized workers engage in a strike or other work stoppage,
      or
      other subcontractors become unionized, we could experience a disruption of
      our
      operations and higher ongoing labor costs, which could adversely affect our
      financial condition and results of operations.




Timing
      of
      the award of a new contract and performance of a new contract may have an
      adverse effect on our financial condition and results of operation in a
      particular fiscal quarter.




It
      is
      generally very difficult to predict whether and when we will receive an award
      of
      a new contract as these contracts frequently involve a lengthy and complex
      bidding and selection process which is affected by a number of factors,
      including, but not limited to, market conditions, financing arrangements and
      governmental approvals. Our results of operations can fluctuate from quarter
      to
      quarter depending on the timing of new contract awards.




In
      addition, timing of the revenues and cash flows from our projects can be delayed
      by a number of factors, including, but not limited to, weather conditions,
      delays in receiving material and equipment from vendors and changes in the
      scope
      of work to be performed. Such delays, if they occur, could have an adverse
      effect on our financial condition and operating results for a particular fiscal
      quarter.




We
      may
      not be able to fully realize the revenue reported in our backlog which will
      have
      an adverse affect on our financial condition and results of
      operation.




We
      include a construction project in our backlog at such time as a contract is
      awarded or a firm letter of commitment is obtained and funding is in place.
      The
      revenue projected in our backlog may not be realized or, if realized, may not
      result in profits. For example, if a project reflected in our backlog is
      terminated, suspended or reduced in scope, it would result in a reduction to
      our
      backlog which would reduce, potentially to a material extent, the revenue and
      profit we actually receive from contracts in backlog. If a customer cancels
      a
      project, we may be reimbursed for certain costs but typically have no
      contractual right to the total revenues reflected in our backlog. Significant
      cancellations or delays of projects in our backlog could have an adverse effect
      on our financial condition and results of operations.




Deterioration
      in economic conditions generally or in the market regions where we intend to
      operate could decrease demand and pricing in these areas and adversely affect
      our financial condition and results of operations.




The
      construction industry is sensitive to changes in regional and national economic
      conditions such as job growth, interest rates and consumer confidence. Material
      adverse changes in any of these conditions generally, or in the market regions
      where we intend to operate, could decrease demand and pricing for new
      construction projects in these areas or result in customer defaults on pending
      contracts, which could adversely affect the number of deliveries we make or
      reduce the prices we can charge, either of which could adversely affect our
      financial condition and results of operations.




Natural
      disasters and adverse weather conditions could delay deliveries or increase
      costs of construction projects in affected areas.




The
      occurrence of natural disasters or adverse weather conditions in the areas
      in
      which we intend to operate can delay deliveries, increase costs and negatively
      impact the demand for construction projects in affected areas. When natural
      disasters such as hurricanes, tornadoes, earthquakes, floods and fires affect
      an
      area in which we intend to operate or one nearby, there can be a diversion
      of
      labor and materials in such area from existing construction projects to
      rebuilding or repairing the buildings that were either destroyed or damaged
      in
      the natural disaster. This can cause delays in construction and delivery of
      projects in which we may be involved and reduce our revenues, if
      any.




Economic,
      political and other risks associated with our international operations involve
      risks that could adversely affect our financial condition and results of
      operations.




We
      intend
      to be involved as a general contractor in non-U.S. construction projects. Our
      international operations may expose us to risks inherent in doing business
      outside the United States, including, but not limited to:




o
            political
                risks, including risks of loss due to civil disturbances, acts of
                terrorism or acts of war;




o
            unstable
                economic, financial and market
                conditions;






-
          6 -




o
            potential
                incompatibility with foreign joint venture
                partners;




o
            foreign
                currency controls and fluctuations in currency exchange
                rates;




o
            trade
                restrictions;




o
            increases
                in taxes and the effect of local regulations;
                and




o
            changes
                in labor conditions, labor strikes and difficulties in staffing and
                managing international operations.




Any
      of
      these factors could harm our potential international operations. Specifically,
      failure to successfully manage international growth could result in higher
      operating costs than anticipated or could delay or preclude altogether our
      ability to generate revenues which will have an adverse effect on our results
      of
      operations and financial condition and results of operations.




**Risks
      Relating to Our Common Stock**




Our
      stock
      price has been and may continue to be volatile and may result in substantial
      losses for investors.




The
      trading price of our Common Stock could be subject to wide fluctuations in
      response to:




o
            our
                prospects as perceived by others;




o
            our
                operating results;




o
            differences
                between our reported results and those expected by
                investors;




o
            announcements
                of new contracts by us or our competitors;
                and




o
            general
                economic or stock market conditions unrelated to our operating
                performance.




Fluctuations
      in our stock price as a result of any of the foregoing factors may result in
      substantial losses for investors.




Limited
      trading volume of our Common Stock may contribute to its price
      volatility.




Through
      December 31, 2006, the average daily trading volume during 2006 for our Common
      Stock was approximately 500,000 shares. We cannot assure you that a more active
      trading market in our Common Stock will develop. As a result, relatively small
      trades may have a significant impact on the price of our Common
      Stock.




We
      have
      never paid dividends and do not anticipate paying any in the foreseeable
      future.




We
      have
      never declared or paid a cash dividend and we do not expect to have any cash
      with which to pay cash dividends in the foreseeable future. If we do have
      available cash, we intend to use it to grow our business.




We
      will
      be subject to the penny stock rules which may adversely affect trading in our
      Common Stock.




On
      May
      16, 2006, the closing price of Common Stock was $0.02. Our Common Stock is
      a
      "penny stock" security under the rules promulgated under the Exchange Act.
      In
      accordance with these rules, broker-dealers participating in certain
      transactions involving penny stocks must first deliver a disclosure document
      that describes, among other matters, the risks associated with trading in penny
      stocks. Furthermore, the broker-dealer must make a suitability determination
      approving the customer for penny stock transactions based on the customer's
      financial situation, investment experience and objectives. Broker-dealers must
      also disclose these determinations in writing to the customer and obtain
      specific written consent from the customer. The effect of these restrictions
      will probably decrease the willingness of broker-dealers to make a market in
      our
      Common Stock, decrease liquidity of our Common Stock and increase transaction
      costs for sales and purchases of our Common Stock as compared to other
      securities.




**ITEM
      2. DESCRIPTION OF PROPERTY**




On
      May
      30, 2003, the Company entered into a lease agreement with WR Tax Certificates,
      pursuant to which the Company leases its premises located at 2534 N Miami Ave.,
      Miami, Florida 33127. The rental charge to the Company for its office space
      is
      $700.00 per month.




In
      May of
      2006, the company relocated its main office to 6464 NW 5th Way in Ft. Lauderdale
      under a three year lease with 491 Cypress Creek BP LLC. The rent agreements
      calls for a payment of approximately 2200. per moth.




**ITEM
      3. LEGAL PROCEEDINGS**




There
      are
      no pending legal proceedings to which the Company is a party or to which the
      property of the Company is subject




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




During
      the fourth quarter of the year ended December 31, 2007, no matters were
      submitted to a vote of the security holders.




-
          7 -




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




**General**




As
      of
      August 11, 2008, our Common Stock was quoted on the OTC “PINK Sheets” under the
      symbol "SBDL " and there was a limited market for Common Stock. The companies
      stock is also quoted on the Frankfurt exchange as S7J.BE




The
      table
      below sets forth for the indicated periods the high and low bid prices for
      Common Stock. These prices represent inter-dealer prices and do not include
      retail markups, markdowns or commissions and may not necessarily represent
      actual transactions.





2006
            
            2005High
            
            Low
            
            High
            
            Low1st
                Quarter
            
            $
            2.25
            
            $
            0.35
            
            $
            18
            
            $
            0.0162nd
                Quarter
            
            $
            0.135
            
            $
            0.011
            
            $
            0.019
            
            $
            0.0013rd
                Quarter
            
            $
            0.064
            
            $
            0.012
            
            $
            1.5
            
            $
            0.004th
                Quarter
            
            $
            0.145
            
            $
            0.032
            
            $
            0.61
            
            $
            0.15




As
      of May
      16, 2008, the closing price of a share of Common Stock was $0.02.




As
      of
      March 30, 2008, there were 130 record holders of Common Stock.




The
      Company has not paid any cash dividends since its incorporation and does not
      contemplate paying dividends in the foreseeable future. It is anticipated that
      earnings, if any, will be retained for the operation of the Company's business.
      Subject to Florida law, payment of dividends is within the discretion of our
      Board of Directors and will depend, among other factors, upon earnings,
      financial condition and capital requirements. Florida Law restricts the payment
      of dividends if after payment (i) a Florida corporation cannot pay its debts
      as
      they come due or (ii) total assets are less than total liabilities plus
      liquidation preferences of classes of stock having superior preferential
      rights.




**Equity
      Compensation Plan Information**




For
      the
      information regarding the Company's equity compensation plans, see Part III,
      Item 11 "Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters."




**Recent
      Sales of Unregistered Securities**




Described
      below are the securities sold by us during 2006 and 2005 without registering
      the
      securities under the Securities Act of 1933 (the "Securities Act") and which
      were not previously disclosed in a report on Form 10-KSB or Form 10-QSB. We
      believe that the sales of such securities under such circumstances were exempt
      from registration under the Securities Act by virtue of Section 4(2) thereof
      and
      Rule 506 thereunder as nonpublic offerings.




At
      December 31, 2007, the Company had three classes of stock:




(a)
      convertible Series A preferred class with a par value of $.001 with 20,000,000
      shares authorized, (b) convertible Series B preferred stock with a par value
      of
      $1.00 with 20,000,000 shares authorized and (c) common class with a par value
      of
      $.001 and 500,000,000 shares authorized.




The
      Company in 2006 and 2005 effectuated numerous Amendments to the share structure
      that may not have had the appropriate shareholder approval (See Note
      9)




The
      following details the share issuances in 2007 and 2006:




**Preferred
      Stock:**




In
      May
      2006, the Company issued 5,100,000 shares of convertible preferred Series A
      shares with voting rights of one preferred share equivalent to 52 to 1 common
      shares of the Company. The transaction was booked at par value or
      $5,100.




In
      June
      2006, the Company issued 1,100,000 shares of preferred Series B valued at $1.00
      a share for a partial payment of land.




There
      were no preferred stock issuances in 2005.




**Common
      Stock Transactions:**




2006




-
          8 -




The
      Company issued 35,000,000 shares of common stock at fair value of $1,102,500
      for
      the payment of land. There was $102,500 recorded as beneficial
      interest.




The
      Company issued during the year 10,000,000 shares of stock to the President
      of
      the Company which was recorded as compensation at fair value of
      $570,000.




The
      Company issued during the year 73,265,412 shares of stock to consultants for
      services rendered at fair value of $3,761,253.




The
      Company issued 4,314,266 shares for debt cancellation at fair value of
      $56,085.




The
      Company issued 9,065,000 shares for cash of $55,000 and recorded a beneficial
      interest amount of $271,950 to account for fair value.




In
      April
      2006, 2,550,000 shares of par value common stock were cancelled.




The
      Company in 2006 provided for an allowance against stock issued as subscriptions
      receivable of $1,187,650.




On
      April
      9, 2005, the Company authorized the issuances of new Series A Preferred Stock.
      They have authorized the issuance of 20,000,000 shares, and issued 19,813,967
      of
      these shares to the Company's President. These shares were converted to common
      stock in August 2005.




On
      August
      12, 2008, the Company approved a reverse 1 for 2,000 stock split.




**STOCKHOLDERS'
      EQUITY (DEFICIT)**




For
      the
      year ended December 31, 2005, the Company issued 8,000,000 shares of common
      stock pre-stock split and 4,000 shares of common stock post-stock split as
      part
      of the Cork Acquisition; 36,380,000 shares of common stock pre-stock split
      and
      18,190 shares of common stock post-stock split for cash ; 520,300,000 shares
      of
      common stock pre-stock split and 1,059,750 shares of common stock post-stock
      split for subscriptions of stock; 597,000,000 shares of common stock pre-stock
      split and 3,004,595 shares of common stock post-stock split (which includes
      2,972,095 shares of common stock which converted 19,813,967 shares of preferred
      stock) for compensation to the officer; and 102,520,000 shares of common stock
      pre-stock split and 51,260 shares of common stock post-stock split for services
      rendered.




**TEMPORARY
      EQUITY**




The
      Company has recorded on its balance sheet as a temporary equity account for
      those securities issued that may not be in compliance with the registration
      provisions of the Securities Act of 1933, as amended and for the issuance of
      common and preferred stock that may not have been validly authorized. All
      related amounts that were previously included in common stock and additional
      paid-in amounts of the permanent stockholders' equity (deficit) section have
      been reclassified to temporary equity as their redemption may not be solely
      within the control of the issuer.




Temporary
      equity at December 31, 2006 and 2005 was $10,068,558 and $3,815,570,
      respectively.




Total
      shares outstanding as of December 31, 2006 were 198,251,020. On August 13,
      2006,
      the Company amended its share structure in the following ways:




1)
      elected to change their preferred stock series A par value from $1.00 to $0.001.
      2) Change the conversion ratio of the preferred stock from 300:1 to 52:1 and
      3)
      reduce the common shares authorized from 10,000,000,000 to
      500,000,000.




None
      of
      the foregoing transactions involved any underwriters, underwriting discounts
      or
      commissions, or any public offering. The Company has been advised that each
      transaction was exempt from the registration requirements of the Securities
      Act
      by virtue of Section 4(2) thereof and Regulation D promulgated thereunder.
      The
      recipients in such transaction represented their intention to acquire the
      securities for investment only and not with a view to or for sale in connection
      with any distribution thereof. Appropriate legends were affixed to the share
      certificates issued in such transactions. All recipients had adequate access,
      through their relationships with the Company, to obtain information about the
      Company.




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




Certain
      statements in "Management's Discussion and Analysis or Plan of Operation" are
      forward-looking statements that involve risks and uncertainties. Words such
      as
      may, will, should, would, anticipates, expects, intends, plans, believes, seeks,
      estimates and similar expressions identify such forward-looking statements.
      Readers are cautioned not to place undue reliance on these forward-looking
      statements, which reflect management's analysis only as of the date hereof.
      We
      assume no obligation to update these forward-looking statements to reflect
      actual results or changes in factors or assumptions affecting forward-looking
      statements. We have included Risk Factors relating to an investment in
      Siteworks.







-
          9 -




**Overview**




The
      Company was incorporated on August 8, 2001 and started its operations in
      September of 2002. The Company merged with RTCI on March 27, 2002. As a result
      of the merger, each share of RTCI's stock was exchanged for one share of Common
      Stock. On March 19, 2003, Cork merged with the Company, and shareholders of
      Cork
      received 2,000,000 shares of Common Stock in exchange for all issued and
      outstanding shares of Cork.




On
      March
      13, 2002, the Company merged with Real Time Cars, Inc., a Nevada corporation
      ("RTCI") resulting in the Company existing as the surviving company. The
      shareholders of RTCI received one share of the Company's common stock in
      exchange for each share of common stock owned in RTCI. The merger with RTCI
      occurred as a result of the termination of an acquisition agreement between
      RTCI
      and Automated Management Resources, Ltd. ("AMR"), a Nevada corporation that
      was
      controlled by the Company's management and founding stockholders. AMR was
      incorporated on April 6, 1999 and was engaged in a similar business as the
      Company through its wholly owned subsidiary, Automated Management resources,
      Ltd., a Barbados company ("AMR Barbados"). On November 21, 2000, AMR entered
      into a stock exchange transaction with RTCI, whereby RTCI acquired all of the
      common stock of AMR and agreed to pay a finders' fee of $200,000 to the
      President of AMR, and subsequently continued as the surviving corporation
      changing its name to Real Time Cars, Inc. RTCI defaulted on the finders' fee
      payment resulting in termination of the stock exchange agreement and merger
      with
      the Company on March 13, 2002.




On
      September 29, 2003 SiteWorks acquired all the outstanding stock of Cork
      Acquisition Corp, a Delaware fully reporting company in exchange for maintaining
      10% of the outstanding shares of SiteWorks for a period of two years ending
      September 30, 2006. Documents of merger were subsequently filed in Delaware
      and
      in Florida formalizing the merger with Cork , with SiteWorks the surviving
      Corporation.




On
      August
      13, 2005 the company amended its articles to reduced its authorized common
      to
      500,000,000 shares and amended the conversion of preferred A to common to 52
      to
      1.




The
      company acquired a 33,000 sf warehouse in Chiefland, Florida from Munch LLC
      on
      June 25 2005. The property was paid for with restricted common stock and
      Preferred B stock for a total of 2, 100,000. The property has a current
      appraised value of 4,400,000 as of December 2006. The property was refinanced
      in
      March of 2006 with Allied mortgage. As a condition of the refinancing was that
      the property must be placed in a separate entity. Consequently, title was
      transferred to Integral Inc, a privately held subsidiary on closing of the
      refinancing, Siteworks Building holds 80 % of the stock of Integral
      Inc.




The
      company plans to lease 10 to 14,000 sf of the space and subdivide the balance
      of
      the space into a number of stores to be sold off individually. Plans are being
      prepared for the approval of the subdivision. David Wilde is the Architect
      of
      record and he has been also retained to design a new 20,000 sf. addition at
      the
      adjacent vacant lot which is part of the Walmart space. Siteworks Building
      and
      Development will be the contractor of record for the estimated $1, 200,000
      new
      mall space. The new space will be subdivided and rented initially, and later
      sold off as individual condo units once approvals are secured.




In
      its
      local market of south Florida, the company has recently initiated operations
      as
      a provider of construction services and has secured a number of construction
      contracts. To date the company has signed contract or commitments as
      follows:





PROJECT
            
            Value
            
            Status
            
            %
                COMPChiefland
                Improvements
            
            400,000
            
            DESIGN/PERMITTING
            
            100




Management
      continues to actively bid projects and fully expects to increase its contract
      backlog this year significantly.




The
      Company requires cash for working capital and acquisitions of income real estate
      and operating construction companies. A lack of sufficient working capital
      may
      prevent the Company from realizing its objectives. Until the Company receives
      additional funding, it will be unable to grow at its projected
      rate.




Our
      auditors have expressed concerns about the Company's ability to continue as
      a
      going concern




-
          10 -




**Results
      of Operations**




Year
      Ended December 31, 2007 Compared to Fiscal Year Ended December 31,
      2006.




For
      the
      year ended December 31, 2006, our revenues were $1,088,295 as compared to
      $471,837 for the year ended December 31, 2006.




Our
      operating expenses decreased to $786,911 from $1,773,107. This decrease was
      a
      result of decreased overhead and administrative expenses. Our net loss decreased
      to $0.0044 per share from $0.01 per share. However we had an increase in the
      outstanding shares from a weighted average of 286,930,782 from 109,350,951
      common shares.




Our
      gross
      operating profit decreased from $114,100 in 2005 to $78,588 in 2006, a 68%
      decrease.




Our
      assets increased to $3,518,221 in 2007 from $2,656,9544 in 2006.




**Liquidity
      and Capital Resources**




**Plan
      of Operations**




During
      the next twelve months, we intend to continue our business locating and
      acquiring property on which we have a reasonable expectation residential or
      commercial construction projects can be developed and by bidding on tenders
      or
      negotiating contracts as the landowners contact us to perform construction
      on
      our projects. We expect our cash requirement for the operations of our business
      to be financed through the cash flow from operations and the money raised from
      private investment. We expect to have to raise additional funds in the next
      12
      months.




**Liquidity
      and Capital Resources**




Since
      the
      date of our incorporation, we have raised capital through private offerings
      pursuant to various exemptions promulgated under the Securities laws . The
      remainder of our capital resources will be earned from the operations of the
      business. We are hopeful that the company will be profitable in the coming
      year
      of operation and earn the necessary money to continue the
      operation.




At
      December 31, 2007 we had cash and cash equivalents of $470,062. This cash
      combined with the monies raised from private offerings and our operating revenue
      will not provide sufficient cash and cash equivalents to fund our operations
      for
      the next 12 months.




If
      cash
      generated from operations, our offerings and present cash is insufficient to
      meet our long-term liquidity needs, we may need to raise additional funds or
      seek other financing arrangements. Additional funding may not be available
      on
      favorable terms or at all. In addition, although there are no present
      understandings, commitments, or agreements with respect to any acquisition
      of
      other businesses we may, from time to time, evaluate potential acquisitions
      of
      other construction businesses to enhance our business. In order to consummate
      potential acquisitions, we may issue additional securities or need additional
      equity or debt financing and any such financing may be dilutive to existing
      investors.




A
      lack of
      sufficient working capital may prevent the Company from realizing its
      objectives. Until the Company receives additional funding, it will be unable
      to
      grow at its projected rate.




The
      strategic approach to growth and income by the Company is not unique and there
      are several companies engaged in similar strategy of growth by acquisition.
      The
      Company will be competing against larger and better-capitalized entities. The
      company intends to seek distressed income properties with minimum internally
      defined characteristics and develop these properties into solid earning
      properties by upgrading the physical plant and installing competent management.
      The use of the careful project selection and evaluation tools, management feels
      to be demonstrably superior project selection attention to quality improvements,
      function and automating basic maintenance and operations should allow the
      Company's services to be effectively marketed against the competition at the
      currently established price points, while maintaining a good profit
      margin.




**Related
      Party Transactions**




The
      Company had a construction bridge loan and note payable in the amount of
      $150,000 due to a related party. The note required a balloon payment of
      principal and interest at a rate of 12% due on July 23, 2005. The note was
      collateralized by land and 150,000 shares of the Company's common stock.
      Interest expense in 2005 was $5,209. The Company paid back $123,000 in February
      and March 2005, and reclassified the remaining $27,000 to another individual
      who
      assumed the note payable, which was subsequently paid off. At December 31,
      2005
      this balance was paid off.




The
      Company had outstanding at December 31, 2006, of $5,135 to an
      officer/stockholder for expenses advanced on behalf of the Company. There were
      no specific repayment terms.




**New
      Accounting Pronouncements**




In
      December 2005, the Financial Accounting Standards Board issued SFAS No. 123
      (revised 2005) or Statement 123(R). Statement 123(R) revises Statement No.
      123
      and supersedes APB Opinion No. 25, and its related implementation guidance.
      This
      Statement eliminates the ability to
      account for share-based compensation using the intrinsic value method under
      APB
      Opinion No. 25. Statement 123(R) focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. Statement 123(R) requires a public entity to measure the cost
      of
      employee services received in exchange for an award of equity instruments based
      on the grant-date fair value of the award (with limited exceptions). That cost
      will be recognized over the period during which an employee is required to
      provide service in exchange for the award, known as the requisite service
      period, which is usually the vesting period. Accordingly, the provisions of
      Statement 123(R) will apply to new awards and to awards modified, repurchased,
      or cancelled after the required effective date.




-
          11 -




**ITEM
      - 7 FINANCIAL STATEMENTS**




**SBD
      INTERNATIONAL INCAND SUBSIDIARY**


(FORMERLY
      KNOWN AS SITEWORKS, INC. AND SUBSIDIARY)




**UNAUDITED
      CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**






-
          12 -




**SBD
      INTERNATIONAL INC AND SUBSIDIARY**


(FORMERLY
      KNOWN AS SITEWORKS, INC. AND SUBSIDIARY)




**INDEX
      TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**




**PAGE(S)**


Report
                  of Independent Registered Public Accounting Firm
              F-1Balance
                  Sheet as of December 31, 2006
              F-3Statements
                  of Operations for the Years Ended December 31, 2006 and
                  2005
              F-4Statements
                  of Changes in Stockholder's Equity (Deficit) for the Years Ended
                  December
                  31, 2006 and 2005
              F-5Statements
                  of Changes in Temporary Equity for the Years Ended December 31,
                  2006 and
                  2005
              F-6Statements
                  of Cash Flows for the Years Ended December 31, 2006 and
                  2005
              F-7Notes
                  to Financial Statements
              F-8
                  - F-21






-
          13 -




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**











F-1




**SBD
                  INTERNATIONAL, INC.****(FORMERLY
                  SITEWORKS BUILDING AND DEVELOPMENT CO.)****UNADITED
                  CONSOLIDATED BALANCE SHEETS****DECEMBER
                  31, 2007 AND 2006**
  **ASSETS**2007
              
              2006Current
                  assets:Cash
                  (including $93,648 of restricted cash)
              
              $
              93,648
              
              $
              226,019Accounts
                  receivable
              
              
              376,415
              
              
              79,428Total
                  current assets
              
              
              470.063
              
              
              305,447Property
                  and equipment, net
              
              
              46,069
              
              
              137,333Other
                  assets:Land
                  and building held for development
              
              
              2,780,034
              
              
              2,100,000Unamortized
                  closing costs
              
              
              105,598
              
              
              97,903Deposits
              
              
              116,457
              
              
              16,270Total
                  other assets
              
              
              3,002,089
              
              
              2,214,173Total
                  Assets
              
              $
              3,518,221
              
              $
              2,656,953**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilities:Accounts
                  payable
              
              $
              422,104
              
              $
              208,435Automobile
                  loans payable
              
              
              13,257
              
              
              12,175Due
                  to officer/stockholder
              
              
              85,131
              
              
              51,553Due
                  to related parties
              
              
              257,205
              
              
              280,360Accrued
                  payroll and other liabilities
              
              
              98358
              
              
              152,101Total
                  current liabilities
              
              
              889,312
              
              
              704,624Long-term
                  liabilities:Convertible
                  note payable (net of unamortized discount of $325,123)
              
              
              349,754
              
              
              174,877Derivative
                  financial instruments and warrant liability
              
              
              1,300,000
              
              
              503,195Mortgages
                  payable
              
              
              2,275,000
              
              
              1,263,780Contingent
                  liability
              
              
              1,200,000
              
              
              1,197,096Automobile
                  loans payable
              
              
              49,569
              
              
              46,049Total
                  long-term liabilities
              
              
              5,294,323
              
              
              3,184,997Total
                  Liabilities
              
              
              6,183,635
              
              
              3,889,621Stockholders'
                  deficit:Convertible
                  preferred stock series A; $.001 par value; authorized -20,000,000
                  shares; issued and outstanding - 5,200,000 sharesin
                  2006 and 5,100,000 shares in 2005
              
              
              5,200
              
              
              5,200Convertible
                  preferred stock series B; $1.00 par value; authorized -20,000,000
                  shares; issued and outstanding - 1,100,000 shares
              
              
              1,100,000
              
              
              1,100,000Common
                  stock; $.001 par value; authorized - 500,000,000 shares;issued
                  and outstanding - 286,930,782 shares in 2007and
                  275,523,828 shares in 2006
              
              
              286,930,
              
              
              275,524Additional
                  paid-in capital
              
              
              
              
              
              9,384,676Stock
                  issued in error
              
              
              
              
              
              --Stock
                  subscriptions receivable
              
              
              
              
              
              --Accumulated
                  deficit
              
              
              (13,601,204
              )
              
              (11,998,068
              )Total
                  Stockholders' Deficit
              
              
              (1,458,292
              )
              
              (1,232,668
              )Total
                  Liabilities and Stockholders' Deficit
              
              $
              3,518,221
              
              $
              2,656,953


F-2
  **SBD
                    INTERNATIONAL, INC.****(FORMERLY
                    SITEWORKS BUILDING AND DEVELOPMENT CO.)****CONSOLIDATED
                    UNAUDITED STATEMENTS OF OPERATIONS****FOR
                    THE YEARS ENDED DECEMBER 31, 2007 AND
                    2006**
 Year
                    Ended
                
                Year
                    EndedDecember
                    31,
                
                December
                    31,2007
                
                2006Sales
                
                $
                1,088.295
                
                $
                471,837Cost
                    of sales
                
                
                835,223
                
                
                370,904Gross
                    profit
                
                
                253,072
                
                
                100,933Operating
                    expenses:Stock
                    based employee and consultant compensation
                
                
                259,302
                
                
                650,000General
                    and administrative
                
                
                508,896
                
                
                1,108,468Marketing
                
                
                18,713
                
                
                14,639Total
                    operating expenses
                
                
                786,911
                
                
                1,773,107Loss
                    from operations
                
                
                (533,839
                )
                
                (1,672,174
                )Other
                    income (expenses):Derivative
                    expense
                
                
                (485,176
                )
                
                (244,588
                )Interest
                    expense
                
                
                (217,441
                )
                
                (163,734
                )Total
                    other income (expenses)
                
                
                (756,617
                )
                
                (408,322
                )Net
                    loss
                
                $
                (1,290,456
                )
                $
                (2,080,496
                )Basic
                    and diluted loss per common share
                
                $
                (.0044
                )
                $
                (.01
                )Weighted
                    average common shares outstanding
                
                
                286,930,782
                
                
                109,350,951
   F-3


**SBD
                INTERNATIONAL, INC.****(FORMERLY
                SITEWORKS BUILDING AND DEVELOPMENT CO.)****CONSOLIDATED
                UNAIDITED STATEMENTS OF CASH
                FLOWS**




Year
                Ended
            
            Year
                EndedDecember
                31,
            
            December
                31,2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (1,290,456
            )
            $
            (2,080,496
            )Adjustments
                to reconcile net loss to netcash
                used in operating activitiesBad
                debt subscriptions
            
            
            
            
            
            —Depreciation
            
            
            115,720
            
            
            23,956Amortization
            
            
            
            
            
            32,635Amortization
                of beneficial interest
            
            
            
            
            
            —Common
                stock issued for compensation
            
            
            
            
            
            149,400Common
                stock issued for services
            
            
            
            
            
            500,600Amortization
                of beneficial interest and change inderivative
                value
            
            
            
            
            
            268,072Financing
                of property and equipment
            
            
            2,275,000
            
            
            60,874Payments
                of interest and taxes from mortgage refinance
            
            
            144,844
            
            
            77,408Changes
                in assets and liabilitiesIncrease
                in accounts receivable
            
            
            
            
            
            (68,188
            )Increase
                in deposits
            
            
            
            
            
            (4,320
            )Increase
                in accounts payable
            
            
            
            
            
            207,277Increase
                in accrued payroll and other liabilities
            
            
            
            
            
            152,101Net
                cash used in operating activities
            
            
            
            
            
            (680,681
            )Cash
                flows from investing activities:Retirement
                of property and equipment
            
            
            
            
            
            11,002Purchases
                of property and equipment
            
            
            
            
            
            (148,279
            )Net
                cash used in investing activities
            
            
            
            
            
            (137,277
            )Cash
                flows from financing activities:Proceeds
                from note payable - related party
            
            
            
            
            
            267,160Proceeds
                from convertible note payable
            
            
            
            
            
            410,000Proceeds
                from mortgage financing
            
            
            
            
            
            292,930Stock
                subscriptions receivable
            
            
            
            
            
            25,000Payments
                on note payable - vehicle
            
            
            
            
            
            (2,650
            )Increase
                in amounts due officer/stockholder
            
            
            305,327
            
            
            46,418Proceeds
                from sale of common stock
            
            
            
            
            
            —Net
                cash provided by financing activities
            
            
            
            
            
            1,038,858Net
                increase (decrease) in cash
            
            
            
            
            
            220,900Cash
                at beginning of year
            
            
            226,019
            
            
            5,119Cash
                at end of year
            
            $
            93,648
            
            $
            226,019Supplemental
                Cash Flow Information:Taxes
                paid
            
            $
            14,129
            
            $
            —Interest
                paid
            
            $
            56,634
            
            $
            131,146Common
                stock issued for services
            
            $
            275,524
            
            $
            650,000Assumption
                of mortgages
            
            $
            —
            
            $
            —Land
                acquired in exchange for common stock
            
            $
            —
            
            $
            —Property
                and equipment purchases financed through note payable
            
            $
            2,337,769
            
            $
            60,874








F-4






**NOTE
              1**
            **ORGANIZATION
                AND BASIS OF PRESENTATION**




The
      Company was incorporated to act as a construction and real estate development
      company, to acquire operating construction companies, and income producing
      real
      estate. The Company’s focus is on acquiring construction projects.




Siteworks,
      Inc. was incorporated in the State of Florida on August 8, 2001, which changed
      its name on April 15, 2005 to Siteworks Building and Development Co.
      (“Siteworks”), a Florida corporation. Effective July 31, 2006 Siteworks merged
      with SBD International, Inc. (the "Company" or “SBD”), a Nevada corporation,
      with SBD International, Inc. being the surviving entity.




**Corporate
      Merger**




On
      July
      14, 2006 the Company filed a plan of merger with the State of Nevada whereby
      Siteworks (a Florida corporation) would merge with and be survived by SBD
      International, Inc. (a Nevada corporation) effective July 31, 2006. Siteworks’
common shares where exchanged for SBD’s common shares at a rate of 25 Siteworks’
common shares for every one of SBD’s common shares. As plan of merger the state
      authorized 20,000,000 shares of Class A convertible preferred with a par value
      of $0.01 per share. Each class A preferred share have voting and conversion
      rights equivalent to 52 shares of common stock. Also authorized are 20,000,000
      shares of Class B non-voting, convertible preferred shares with a par value
      of
      $1.00 per share, convertible into $1.00 of common stock.




On
      August
      13, 2005, the Company amended its share structure in the following ways: 1)
      elected to change their preferred stock series A par value from $1.00 to $0.001.
      2) changed the conversion ratio of the preferred stock from 300:1 to 52:1 and
      3)
      reduced the common shares authorized from 10,000,000,000 to 500,000,000.




**NOTE
                2**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES**




**Principles
      of Consolidation**




The
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiary. All significant inter-company accounts and transactions
      have been eliminated in consolidation.




**Use
      of Estimates**




The
      presentation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the consolidated financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. Actual results could differ
      from those estimates.




**Revenue
      and Cost Recognition**




Currently,
      the Company anticipates four primary sources of revenue:




1) 
      The construction of housing projects in foreign countries;


2) 
      Construction/home repairs in the United States;


3) 
      The sale of undeveloped land or real estate;




The
      Company’s revenue recognition policy is consistent with the criteria set forth
      in Staff Accounting Bulletin 104 - Revenue Recognition in Financial Statements
      (“SAB 104”) for determining when revenue is realized or realizable and earned.
      In accordance with the requirements of SAB 104 the Company recognizes revenue
      when (1) persuasive evidence of an arrangement exists; (2) delivery of services
      has occurred; (3) the price to its customers is fixed or determinable; and
      (4)




F-5


collectibility
      of the sales price is reasonably assured. When a sale does not meet the
      requirements for income recognition a gain is deferred until those requirements
      are met.




The
      Company recorded the sale of property under the cost recovery method. When
      this
      method is used, no profit is recognized on the sales transaction until the
      cost
      of the property sold is recovered. (See Note 3)




Revenues
      from fixed-price and modified fixed-priced construction contracts are
      anticipated to be recognized on the percentage-of-completion method, measured
      by
      the percentage of costs incurred to date compared to estimated total costs
      for
      each contract.




Contract
      costs will include all direct material and labor costs and those indirect costs
      related to contract performance, such as indirect labor, supplies, tools,
      repairs and depreciation. General and administrative costs are charged to
      expense as incurred. Provisions for estimated losses on uncompleted contracts
      are recognized in the period in which such losses are determined. Changes in
      job
      performance, job conditions and estimated profitability may result in revisions
      to costs and income, which are recognized in the period in which the revisions
      are determined. There were no such costs since there were not any contracts
      in
      progress for the years ended December 31, 2006 and 2005.




Revenues
      from time and material contracts are recognized currently as the work is
      performed.




All
      revenues earned in 2006 were for small renovations and repairs that were
      completed in 2006.




**Fixed
      Assets**




Fixed
      assets are stated at cost. Depreciation is computed primarily using the
      straight-line method over the estimated useful lives of the assets as
      follows:




Furniture
                and fixtures
            7
                YearsOffice
                equipment and vehicles
            5
                Years




**Unamortized
      Closing Costs**




Unamortized
      closing costs represent closing costs totaling $130,538 incurred in connection
      with the refinance of the mortgage on the land and building held for development
      and are being amortized using the straight line method over 3 years, the life
      of
      the mortgage loan. Amortization expense of $32,635 was charged to operations
      for
      the year ended December 31, 2006.




**Income
      Taxes**




The
      income tax benefit is computed on the pretax loss based on the current tax
      law.
      Deferred income taxes are recognized for the tax consequences in future years
      of
      differences between the tax basis of assets and liabilities and their financial
      reporting amounts at each year-end based on enacted tax laws and statutory
      tax
      rates.




**Advertising**




Costs
      of
      advertising and marketing are expensed as incurred. Advertising and marketing
      costs for the years ended December 31, 2006 and 2005 are $14,639 and $30,681,
      respectively.




F-6




**Fair
      Value of Financial Instruments**




The
      carrying amount reported in the balance sheet for cash and cash equivalents,
      accounts payable and accrued expenses approximate fair value because of the
      immediate or short-term maturity of these financial instruments. The carrying
      amount reported for notes payable approximates fair value because, in general,
      the interest on the underlying instruments fluctuates with market
      rates.




**Stock
      Based Compensation**




The
      Company has adopted Statement of Financial Accounting Standard ( SFAS)
      No. 123 (R).
      This
      statement requires compensation expense relating to share-based payments to
      be
      recognized in net income using a fair-value measurement method. Under the fair
      value method, the estimated fair value of awards is charged to income on a
      straight-line basis over the requisite service period, which is generally the
      vesting period.




**Loss
      Per Share of Common Stock**




Historical
      net loss per common share is computed using the weighted average number of
      common shares outstanding. Diluted earnings per share include additional
      dilution from common stock equivalents, such as stock issuable pursuant to
      the
      exercise of preferred stock, stock options and warrants. Common stock
      equivalents are not included in the computation of diluted earnings per share
      when the Company reports a loss because to do so would be antidilutive for
      the
      periods presented. The Company has no options or warrants outstanding as of
      December 31, 2006 and 2005. The Company has preferred stock outstanding of
      6,300,000 and 6,200,000 shares as of December 31, 2006 and 2005,
      respectively.




**Reclassifications**




Certain
      amounts in the prior period financial statements have been reclassified to
      conform to the current period presentation.




**NOTE
              3**
            **PROPERTY
                AND EQUIPMENT**




Property
      and equipment consists of the following:




2006
              
              2005Vehicles
              
              $
              104,122
              
              $
              20,794Furniture
                  and fixtures
              
              
              5,052
              
              
              3,759Machinery
                  and equipment
              
              
              12,385
              
              
              12,385Office
                  equipment
              
              
              11,221
              
              
              4,572Tools
              
              
              1,615
              
              
              —Leasehold
                  improvements
              
              
              34,600
              
              
              —168,995
              
              
              41,510Less:
                  Accumulated depreciation
              
              
              31,662
              
              
              17,498$
              137,333
              
              $
              24,012




Depreciation
      expense for the years ended December 31, 2006 and 2005 was $23,956 and $6,000,
      respectively.




F-7




**NOTE
              4**
            **LAND
                AND BUILDING HELD FOR
                DEVELOPMENT**




In
      June
      2005, the Company purchased property from Munch LLC, valued at $2,100,000 in
      exchange for 1,100,000 shares of the Company’s preferred stock Series B valued
      at $1.00 a share and 35,000,000 shares of common stock valued at
      $1,000,000.




Subsequent
      to the purchase, the Company discovered that the property was not free and
      clear
      of mortgages and liens. The second mortgage of $1,197,096 is in the name of
      the
      former seller, and is personally guaranteed by the president/stockholder of
      the
      Company. The seller has agreed to place into escrow, 35,000,000 shares of common
      stock issued as part of the purchase price until the second mortgage is repaid.
      Subsequent to the merger and stock exchange, these shares were reduced to
      1,400,000 common shares. The Company owes a total on this property of $1,263,780
      as a first mortgage and $1,197,096 as the second mortgage, by way of the
      personal guarantee of the president/stockholder of the Company.





**NOTE
              5**
            **DUE
                TO RELATED PARTIES**





The
      Company had outstanding debt of $51,553 to an officer/stockholder for expenses
      advanced on behalf of the Company at December 31, 2006. There are no specific
      repayment terms on the amounts due to an officer/stockholder.




Pursuant
      to a stock subscription agreement (see note 9), a foreign investor issued the
      Company a $1,000,000 promissory note which provides for accrued interest of
      4%
      per annum to be payable in arrears commencing on February 1, 2007. The note
      is
      secured by a security interest in all the tangible and intangible assets of
      the
      investor including the Company’s common stock issued under the stock
      subscription agreement. The outstanding debt to this shareholder was $267,160
      at
      December 31, 2006.




Interest
      expense of $9,842 was charged to operations for the year ended December 31,
      2006.




**NOTE
              6**
            **MORTGAGE
                PAYABLE**




On
      February 15, 2006 the Company refinanced a mortgage payable collateralized
      by
      land. The note is an interest only promissory note that balloons in February
      2009. The note has a fixed interest rate of 12% for the first 6 months followed
      by a variable interest rate of prime plus 6% with a floor of 12%. The balance
      of
      the mortgage note payable at December 31, 2006 is $1,263,780.




Interest
      expense of $126,378 was charged to operations for the year ended December 31,
      2006.




**NOTE
              7**
            **INCOME
                TAXES**




There
      is
      no provision for income taxes since the Company has incurred net operating
      losses. At December 31, 2006, the Company has net operating loss carryforwards
      which may be available to offset future taxable income through 2026 in the
      amount of $6,352,085. A deferred tax asset has not been recorded for the net
      operating loss carryforwards due to uncertainties as to the ultimate realization
      of the deferred tax asset.




**NOTE
              8**
            **CONVERTIBLE
                NOTES PAYABLE, COMMON STOCK WARRANTS AND DERIVATIVE FINANCIAL
                INSTRUMENTS**




At
      December 31, 2006, the convertible note payable is comprised of the following:




8%
                Callable Secured Convertible Term Note, due September 27,
                2009
            
            $
            500,000Less:
                unamortized discount related to closing costs and bifurcated embedded
                derivative instruments and freestanding warrants
            
            
            (325,123
            )Convertible
                Note Payable
            
            $
            174,877




On
      September 28, 2006, the Company issued a $500,000 8% Callable Secured
      Convertible Term Note, due September 27, 2009, unless sooner converted or called
      as discussed below and 5,000,000 Common Stock Purchase Warrants (“Warrants”),
      for aggregate consideration of $500,000 less $90,000 in closing costs. The
      Note,
      together with accrued and unpaid interest, is convertible at any time at the
      option of the holder into shares of the Company’s common stock at the lesser of
      i) $0.06 per share or ii) the average stock price of the lowest 3 trading days
      during the last 20 trading days. Interest is paid quarterly but no interest
      is
      due for any month in which the trading price is greater than $.10 for each
      trading day of the month. The fixed conversion price is adjusted for stock
      splits, stock dividends, mergers and similar events. The Company is required
      to
      have authorized and reserved shares 2 times the number of shares that are
      actually issuable upon full conversion of the notes and warrants. The Company
      anticipates that the proceeds of the financing will be used to finance the
      Company's Lomari Project. The financing will provide working capital to purchase
      and develop a 1,200-unit housing project, and for payment of existing debt
      obligations. The Company granted the investors a further security interest
      in
      substantially all of its assets, including the assets of its wholly owned
      subsidiaries, and intellectual property.




F-8





As
      of
      December 31, 2006, the average of the lowest 3 trading days was $.03, which
      was
      less than the fixed exercise price.





The
      instruments are subject to a Registration Rights Agreement whereby the Company
      is required to file a registration statement with the Securities and Exchange
      Commission within 30 days of closing, registering the common stock underlying
      the secured convertible notes. The registration statement is to be effective
      within 120 days of funding (180 days in the event of SEC comments). The Company
      is required to maintain the effectiveness of the registration statement until
      all registered securities have been sold or until they may be sold without
      restriction under Rule 144(k). In the event that the Company fails to do so,
      it
      is obligated to pay to the holders of the note, damages of 2% of the face amount
      of the notes per month.




If
      an
      event of default, as defined in the note, occurs and is continuing, the holders
      of the note may declare the entire unpaid principal balance of the note,
      together with all interest accrued, due and payable and the interest rate
      increases from 8% to 15%. In the event that the Company breaches any
      representation or warranty in the Securities Purchase Agreement, it may be
      required to pay liquidated damages in shares or cash, at its election, equal
      to
      two percent of the outstanding principal amount of the secured convertible
      notes
      per month plus accrued and unpaid interest.





The
      Company has the option to redeem the note in cash, if the stock is trading
      below
      $.06 or greater than $3.50, by paying:




•
            125%
                of the principal, interest and penalty outstanding for prepayments
                within
                30 days of issue


•
            130%
                of the principal, interest and penalty outstanding for prepayments
                within
                31 days of issue to 60 days or


•
            140%
                of the principal, interest and penalty outstanding for prepayments
                greater
                61 days of issue


•
            Plus
                an amount equal to the difference between the market price and $3.50,
                if
                the market price is greater than $3.50, times the number of shares
                that
                could have been converted.





The
      Company has the option, if the market price is below $.06 for each trading
      day
      of the month, to prepay 104% of the outstanding principal divided by 36 plus
      one
      month of interest.





The
      Warrants, which are exercisable at any time had initial terms as follows:




•
            5,000,000
                warrants, expiring September 28, 2013, at an exercise price of
                $0.10/share.





The
      warrants require that, if the Company issues common stock or other securities
      convertible into common stock at a price per share lower than the market price,
      the exercise price of the warrants will be reduced to that lower
      price.




Since
      the
      conversion price of the note and the exercise price of the warrants will be
      lowered if the Company sells securities at a lower conversion or exercise price,
      the number of shares that the Company may have to issue on conversion of the
      note or exercise of the warrants is not fixed or determinable. As a result,
      the
      note is not considered to be “conventional convertible debt”, as that term is
      used by EITF Issue 00-19. Accordingly, the embedded conversion option in the
      note is subject to the requirements of EITF Issue 00-19. The Company is required
      by EITF Issue 00-19 to bifurcate the embedded conversion option of the note
      and
      account for it, as well as the warrants, as derivative financial instrument
      liabilities, as the number of shares that may need to be issued is
      indeterminate. The derivative financial instrument liabilities are initially
      recorded at their fair value and are then adjusted to fair value at the end
      of
      each subsequent period, with any changes in the fair value charged or credited
      to income in the period of change.





The
      Company uses the Black-Scholes option pricing model to value the warrants,
      and
      the embedded conversion option component of the bifurcated embedded derivative
      instrument. In valuing these derivative instruments, both at inception and
      at
      each quarter end, the market price of the Company’s common stock is used on the
      date of valuation, an expected dividend yield of 0%, and the remaining period
      to
      the expiration date of the warrants or repayment date of the note. Because
      of
      the limited historical trading period of the Company’s common stock and the
      change in the industry of the Company, the expected volatility of its common
      stock over the remaining life of the warrants and the note has been estimated
      at
      19.3%, by comparison to the average volatility of companies considered by
      management as comparable. The risk-free rates of return used ranged from 4.60%
      to 4.62%, based on constant maturity rates published by the U.S. Federal
      Reserve, applicable to the remaining life of the warrants and the
      note.




The
      note
      is being accreted using an effective interest method, to its redemption value
      of
      $500,000 over the 36 month period to its maturity on September 28,
      2009.




F-9




At
      December 31, 2006, the following liabilities related to the warrants and the
      embedded derivative instrument in the note were outstanding:




Fair
      value of the warrant is:




Issue
            
            Expiry
            
            Instrument
            
            Exercise
            
            ValueDate
            
            Date
            
            
            
            Price/Share
            
            12/31/20069/28/2006
            
            9/28/2013
            
            Warrant
                5,000,000
            
            $
                0.10
            
            0





Fair
      value of embedded derivatives:




Issue
            
            Expiry
            
            Instrument
            
            Exercise
            
            ValueDate
            
            Date
            
            
            
            Price/Share
            
            12/31/20069/28/2006
            
            9/28/09
            
            Convertible
                Note- Conversion Feature
            
            $
                0.03
            
            434,0899/28/2006
            
            9/28/09
            
            Convertible
                Note Interest- Conversion Feature
            
            $
                0.03
            
            86,188





The
      carrying value of the note is:




Issue
            
            Expiry
            
            Instrument
            
            ValueDate
            
            Date
            
            
            
            12/31/20069/28/2006
            
            9/28/2009
            
            $500,000
                Convertible Term Note
            
            174,877




**NOTE
              9**
            **STOCKHOLDERS’
                DEFICIT**





During
      the year ended December 31, 2006, the Company issued 8,000,000 shares of common
      stock at a fair value of $149,400 for compensation to an employee. In addition,
      the Company issued 14,600,000 shares of common stock at a fair value of $489,600
      for consulting services.





On
      August
      1, 2006, the Company merged with SBD International (SBD), with SBD being the
      surviving entity. Upon execution of the merger an exchange of one share of
      SBD
      common stock was issued for every 25 shares of the Company’s common stock, with
      each shareholder receiving a minimum of 100 shares. The outstanding shares
      were
      reduced to 8,823,828.





On
      December 6, 2006 the Company entered into a subscription agreement with a
      foreign investor which requires the investor to purchase $1,000,000 of stock
      at
      a 30% discount to market based on a bid price average. The investor issued
      the
      Company a $1,000,000 promissory note which provides for accrued interest of
      4%
      per annum to be payable in arrears commencing on February
      1, 2007. The note is secured by a security interest in all the tangible and
      intangible assets of the investor including the Company’s common stock issued
      under this agreement.





On
      December 29, 2006 a stockholder, officer and director who owns all of the
      5,100,000 shares of class A convertible preferred stock, exercised his
      conversion option for 265,200,000 shares of common stock. Those shares were
      immediately transferred back to treasury to provide the shares to be sold to
      the
      investor who entered into the stock subscription agreement and executed the
      $1,000,000 promissory note.





In
      addition, on December 29, 2006, the Company issued 5,200,000 shares of Series
      A
      preferred stock to the same stockholder, officer and director as reimbursement
      of the shares transferred to treasury.




As
      a
      result of the resolution during the year ended December 31, 2006 of the
      unauthorized stock issuances from 2005, the temporary equity presented in the
      December 31, 2005 balance sheet has been reclassified to stockholders’
equity.




**NOTE
              10**
            **COMMITMENTS
                AND CONTINGENCIES**




The
      Company has a lease for its executive office space in Fort Lauderdale, Florida
      that expires May 2009. The Company has a lease for additional office space
      in
      Bangkok, Thailand that expires March 2009.




F-10




Total
      future minimum annual lease payments under these leases for the years ending
      December 31 are as follows:




2007
            
            $
            41,8682008
            
            
            42,9382009
            
            
            12,934$
            97,740




Rent
      expense charged to operations for the years ended December 31, 2006 and 2005
      was
      $37,259 and $11,560, respectively.




The
      Company provides accruals for all direct costs associated with the estimated
      resolution of contingencies at the earliest date at which it is deemed probable
      that a liability has been incurred and the amount of such liability can be
      reasonably estimated.




**NOTE
              11**
            **GOING
                CONCERN**




As
      shown
      in the accompanying consolidated financial statements, the Company incurred
      substantial net losses since inception and does not have the revenue stream
      to
      support itself. There is no guarantee as to whether the Company will be able
      to
      generate enough revenue and/or raise capital to support those operations. This
      raises substantial doubt about the Company’s ability to continue as a going
      concern.





Management
      has indicated that they are confident they can acquire projects and raise the
      appropriate funds needed either through a debt or equity offering to
      operate.





The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of these uncertainties.




**NOTE
              12**
            **SUBSEQUENT
                EVENTS**




On
      February 7, 2007, the Company entered into a joint venture agreement with Mr.
      Owen Baynard for the construction of 247 units of affordable housing. Pursuant
      to the terms of the joint venture agreement, Mr. Baynard will contribute 49
      acres of land located in Chiefland, Florida for a 30% ownership interest in
      the
      joint venture and the Company will manage the design, construction and marketing
      of the project. The joint venture will be organized as a Florida limited
      liability company.





However
      ,
      given the current crisis in the housing industry
      this project will be placed on hold until the market recovers.


F-11




**PART
      III**




**ITEM
      9- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT**




The
      following table sets forth information about the Company's directors and
      executive officers.





Name
            
            Age(1)
            
            Position
                Held in the Company
            
            Director
                SinceCarl
                M. Nurse
            
            51
            
            Chairman
                of the Board, Chief Executive Officer, Chief Financial Officer, President,
                Secretary and Treasurer
            
            2001Beverly
                Callender
            
            49
            
            Director
            
            2003





(1)
            As
                of March 30, 2007




The
      Company's directors serve until the next annual meeting of the Company's
      shareholders and until his or her successor shall have been elected and
      qualified, except in the event of the director's earlier resignation or removal.
      There is no family relationship between any of the directors or executive
      officers of the Company.




Mr.
      Nurse
      founded the Company in August 2001 and has served as the Company's President,
      Treasurer and Secretary since inception. Mr. Nurse has served as Chairman of
      the
      Board,, Chief Executive Officer and Chief Financial Officer since inception.
      Mr.
      Nurse has been Chief Executive Officer of Automated Management Resources, Ltd.
      from 1999 until 2001. Mr. Nurse has 25 years of varied experience in all phases
      of construction and construction management including design, development,
      construction, administration, marketing, and sales accounting. Mr. Nurse has
      had
      over fifteen years management experience in the management construction
      companies at various levels ranging from scheduling of construction activities
      through operations and strategic management of the companies. A graduate
      engineer from Farleigh Dickenson University, Teaneck, New Jersey, Mr. Nurse
      has
      had specialized training in a number of relevant areas including: labor
      relations, production management, quality control, and sales and marketing.
      Mr.
      Nurse has held positions of Project Engineer, Scheduling Technician, Project
      Manager, Construction Manager, Vice President and Chief Executive Officer.
      Companies worked with included Titian Realty & Construction of New York,
      Pullman Kellogg of Texas, a builder of power plants, and Walsh Construction
      of
      Connecticut, a division of Hydroelectric Plant builder Guy F
      Atkinson.




Beverly
      Callender has served as a director of the Company since 2003. Ms. Callendar
      has
      been a self-employed mortgage broker since 2006. From 2003 to 2006, Ms.
      Callendar served as a mortgage processor for Bank Atlantic. From 2002 to 2003,
      Ms. Callendar was a substitute teacher in the Broward County School District.
      In
      2003, Ms. Callendar received her MBA from Florida Atlantic University. From
      1997
      to 2001, Ms. Callendar was a senior loan officer at General Finance in Barbados.
      From 1993 to 1997, Ms. Callendar served as the manager of the credit cards
      and
      collections department at Mutual Bank in Barbados.




**Audit
      Committee Financial Expert**




The
      Company does not have a separately-designated audit committee, and, therefore,
      the Company does not have an audit committee financial expert.




**Code
      of Ethics**




The
      Company's board of directors adopted the Code of Ethics that applies to the
      Company's directors, officers and employees, including Chief Executive Officer
      (i.e., the principal executive officer), Chief Financial Officer (i.e., the
      principal financial officer), Principal Accounting Officer, Controller or any
      other person performing similar functions. A copy of the Code of Ethics is
      attached as Exhibit 14.1 to this Form 10-KSB.




The
      Company made no waivers from our changes to the Code of Ethics.




Section
      16(a) Beneficial Ownership Reporting Compliance




Section
      16(a) of the Exchange Act requires the Company's directors, officers and persons
      who beneficially own more than 10% of Common Stock (collectively, the
      "Insiders") to file initial statements of beneficial ownership and statements
      of
      changes in their beneficial ownership of Common Stock with the SEC. The SEC
      regulations require Insiders to furnish the Company with copies of all Section
      16(a) statements they file. Based solely on the Company's review of the copies
      of such statements received by it, the Company believes that the Insiders
      complied with all applicable Section 16(a) filing requirements for the fiscal
      year ended December 31, 2006, except for the replacement issuance of founding
      shares issued to Mr. Nurse of 10,000,000 shares of common
      stock.


-
          14 -




**ITEM
      10- EXECUTIVE COMPENSATION**




**Summary
      Compensation Table**




The
      following table sets forth information regarding compensation awarded to, earned
      by or paid to the Company's chief executive officer for all services rendered
      in
      all capacities to the Company and its subsidiary.




Annual
                Compensation
            
            
            
            
            
            Long-Term
                CompensationRestricted
            
            SecuritiesOther
                Annual
            
            Stock
            
            Underlying
            
            All
                OtherName
                and Principal Position
            
            Year
            
            Salary
            
            Bonus
            
            Compensation
            
            Awards
                ($)
            
            Options
                (#)
            
            CompensationCarl
                M. Nurse, CEO (1)
            
            
            2006
            
            $
            0
            
            
            0
            
            
            
            
            
            575,100
            
            
            5,100,000
                A
            
            
            010,000,0002005
            
            
            0
            
            
            0
            
            $
            4,764
            
            
            719,131
            
            
            3,043,476
            
            
            02004
            
            
            0
            
            
            0
            
            
            0
            
            
            456,750
            
            
            0
            
            
            0





(1)
            The
                Company has not paid its Chief Executive Officer any salary or bonus
                during fiscal years ended December 31, 2001, 2002, 2003 and
                2004.




(2)
            Represents
                the Company's payments of the automobile note payable of $397 per
                month.
                [




(3)
            A:
                5,100,000 preferred A, 10,000,000 shares of common
                (S8)




(4)
                This
                    represents the dollar value of control stock issued to Mr.
                    Nurse.


The
      Company has not granted any options to purchase shares of its Common Stock
      since
      its incorporation in 2001




Agreements
      between Mr. Nurse and the Company




The
      following summaries of the Individual Employment Agreement (the "Agreement")
      and
      the Indemnity Agreement (the "Indemnity Agreement") between the Company and
      Mr.
      Nurse are not intended to be complete and are qualified in their entirety by
      reference to the documents attached as exhibits to this Annual Report on Form
      10-KSB.




**Individual
      Employment Agreement**




On
      August
      9, 2001 , the Company and Mr. Nurse entered into the Agreement, pursuant to
      which Mr. Nurse is employed as President and Chief Executive Officer of the
      Company. The Agreement provides that Mr. Nurse's annual salary will be $150,000,
      when revenues reach $4,000,000, and thereafter the annual salary will increase
      to $250,000 when revenues reach $10,000,000. The salary will also be reviewed
      when revenues are in excess of $15,000,000 per year. Generally, the Company
      agreed to review Mr. Nurse's salary on an annual basis. Mr. Nurse will be
      eligible to receive a bonus provided Mr. Nurse achieves, in the reasonable
      opinion of the Company, the objectives agreed between the Company and Mr.
      Nurse.




The
      Agreement states that Mr. Nurse will be provided with a car for work purposes
      and for his own personal use in non work time. Pursuant to the Agreement, Mr.
      Nurse will be paid (i) a travel allowance of $20,000 per year;




(ii)
      an
      automobile allowance of $1,500 per month; and (iii) an entertainment allowance
      of $12,000 per year. Under the terms of the Agreement, the Company agreed to
      provide Mr. Nurse and his family with medical insurance up to a value of $15,000
      per year and to pay $1,500 per year to a club or gym that Mr. Nurse
      joins.




Under
      the
      Agreement, the Company will, to the extent permissible under law, indemnify
      Mr.
      Nurse from and against all actions, claims and demands brought against Mr.
      Nurse
      by any third party relating to the performance of Mr. Nurse's employment,
      provided that Mr. Nurse's actions were in good faith and did not involve
      recklessness, willful neglect or any willful failure to carry out a lawful
      instruction from the Company.




Mr.
      Nurse
      agreed not to, whether during the term of the Agreement or after its termination
      for whatever reason, use, disclose or distribute to any person or entity,
      otherwise than as necessary for the proper performance of his duties and
      responsibilities under the Agreement, or as required by law, any confidential
      information, messages, data or trade secrets acquired by Mr. Nurse in the course
      of performing his services under the Agreement. This includes, but is not
      limited to, information about the Company's business. All work produced for
      the
      Company by Mr. Nurse under the Agreement or otherwise and the right to the
      copyright and all other intellectual property in all such work is considered
      to
      be the sole property of the Company.




If,
      while
      performing his duties and responsibilities under the Agreement, Mr. Nurse
      becomes aware of any potential or actual conflict between his interests and
      those of the Company, then Mr. Nurse will be obligated to immediately inform
      the
      Company. Where the Company believes that
      such
      a conflict does or could exist, it may direct Mr. Nurse to take action(s) to
      resolve that conflict. When acting in his capacity as an employee, Mr. Nurse
      agreed to not, either directly or indirectly, receive or accept for his own
      benefit or the benefit of any person or entity other than the Company any
      gratuity, emolument, or payment of any kind from any person having or intending
      to have any business with the Company.




-
          15 -




Mr.
      Nurse
      agreed that for a period of one year following the termination of his employment
      for whatever reason, he will not, either personally, or as an employee,
      consultant or agent for any other entity or employer, solicit or engage or
      employ any employee of the Company with whom Mr. Nurse had any dealings when
      employed with the Company.




If
      Mr.
      Nurse's employment is terminated on the basis of redundancy, Mr. Nurse will
      be
      entitled to redundancy compensation in the sum of $50,000. Under the Agreement,
      "redundancy" is a situation where the position of employment of an employee
      is
      or will become surplus to the requirements of the Company's
      business.




The
      Company may terminate the Agreement summarily and without notice for serious
      misconduct on the part of Mr. Nurse, which includes, but is not limited to:
      (i)
      theft; (ii) dishonesty; (iii) harassment of a work colleague or customer; (iv)
      serious or repeated failure to follow a reasonable instruction;




(v)
      deliberate destruction of any property belonging to the Company; or (vi) actions
      which seriously damage the Company's reputation.




If
      Mr.
      Nurse was absent from work for three consecutive working days without any
      notification to the Company, and the Company has made reasonable efforts to
      contact Mr. Nurse, the Agreement will automatically terminate on the expiry
      of
      the third day without the need for notice of termination of
      employment.




**Indemnity
      Agreement**




On
      August
      9, 2001, the Company and Mr. Nurse entered into the Indemnity Agreement. Subject
      to certain exceptions set forth in the Indemnity Agreement, the Company will
      pay
      on behalf of Mr. Nurse, and his executors, administrators or assigns, any amount
      which he is or becomes legally obligated to pay because of any claim or claims
      made against him because of any act or omission or neglect or breach of duty
      which he commits or suffers while acting in his capacity as a director or
      officer of the Company. The payments which the Company will be obligated to
      make
      under the Indemnity Agreement will include, inter alia, damages, judgments,
      settlements, costs of investigation and costs of defense of legal, criminal
      or
      equitable actions, claims or proceedings and appeals therefrom, including
      attorneys' fees of Mr. Nurse, costs of attachment or similar bonds, costs of
      establishing a right to indemnification under the Indemnity Agreement, and
      fines, penalties or other obligations or fees imposed by law.




If
      a
      claim under the Indemnity Agreement is not paid by the Company within 60 days
      after a written claim has been received by the Company, the claimant may at
      any
      time thereafter bring suit against the Company to recover the unpaid amount
      of
      the claim and if successful, in whole or in part, the claimant also will be
      entitled to receive from the Company claimant's reasonable attorneys' fees
      and
      other expenses of prosecuting such claim.




Costs
      and
      expenses (including attorneys' fees) incurred by Mr. Nurse in defending or
      investigating any action, suit, proceeding or investigation will be paid by
      the
      Company in advance of the final disposition of such matter. Mr. Nurse agrees
      to
      repay any such advances in the event that it is ultimately determined that
      Mr.
      Nurse is not entitled to indemnification under the terms of the Indemnity
      Agreement. Notwithstanding the foregoing or any other provision of the Indemnity
      Agreement, no advance will be made by the Company if a determination is
      reasonably and promptly made by the board of directors by a majority vote of
      a
      quorum of disinterested directors or by independent legal counsel, that, based
      upon the facts known to the board or counsel at the time such determination
      is
      made, (i) Mr. Nurse knowingly and intentionally acted in bad faith, and (ii)
      it
      is more likely than not that it will ultimately be determined that Mr. Nurse
      is
      not entitled to indemnification under the terms of the Indemnity
      Agreement.




Nothing
      contained in the Indemnity Agreement will be deemed to diminish or otherwise
      restrict Mr. Nurse's right to indemnification under any provision of the
      articles of incorporation or bylaws of the Company or under Florida
      law.




**ITEM
      11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**




The
      following table sets forth information as of March 30, 2006 with respect to
      the
      beneficial ownership of Common Stock by: (i) each person who is known to the
      Company to be the beneficial owner of more than five percent of the Company's
      outstanding Common Stock, (ii) each of the Company's directors, (iii) the
      Company's Chief Executive Officer [and each other executive officer whose total
      annual salary and bonus for the fiscal year ended December 31, 2006 exceeded
      $100,000]; and (iv) all of the Company's directors and executive officers as
      a
      group.




The
      securities "beneficially owned" by an individual, as shown in the table below,
      are determined in accordance with the definition of "beneficial ownership"
      set
      forth in the SEC regulations. Accordingly, beneficially-owned securities may
      include securities owned by or for, among others, the spouse and/or minor
      children of the individual and any other relative who has the same home as
      such
      individual, as well as other securities as to which the individual has or shares
      voting or investment power or has the right to acquire under outstanding stock
      options, warrants or convertible securities within 60 days after March 30,
      2006.
      Shares subject to stock options, warrants or convertible securities, which
      an
      individual has the right to acquire within 60 days after March 30, 2006, are
      deemed to be outstanding for the purpose of computing the percentage of
      outstanding shares of the class owned only by such individual or any group
      including such individual. Beneficial ownership may
      be
      disclaimed as to some of the securities.




-
          16 -






Name
                and Address of
            
            Amount
                and Nature ofBeneficial
                Owner*
            
            Beneficial
                Ownership
            
            Percent
                of ClassPreffered
                A
            
            CommonCarl
                M. Nurse (1)
            
            
            5,100,000
            
            
            
            
            
            100
            %2,450,001
            
            
            .01
            %All
                directors and executive officers as a group
            
            
            5,100,000
            
            
            
            
            
            100
            %2,450,001
            
            
            .01
            %





*
            The
                business address of the Company's directors and executive officers
                if c/o
                SiteWorks Building & Development Co., 6464 N W 5th Way, Ft. Lauderdale
                Fl 33309




(1)
            Restricted
                Founder l shares issued to Mr. Nurse in lieu of cash
                compensation.




**Equity
      Compensation Plan Information**




The
      Company did not have any equity compensation plans during the fiscal year ended
      December 31, 2006.




In
      2006
      the company filed an incentive plan to for its employees, and professionals
      whom
      the company retains from time to time to perform specific tasks. The initial
      plan was filed on April 19, 2006, and revised on June 8, 2006 subsequently
      revised again on October 25, 2006. The S-8 filings are hereby incorporated
      by
      referenced.





**ITEM
      12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




The
      Company had a construction bridge loan and note payable in the amount of
      $150,000 due to a related party. The note required a balloon payment of
      principal and interest at a rate of 12% due on July 23, 2005. The note was
      collateralized by land and 150,000 shares of the Company's common stock.
      Interest expense in 2005 was $5,209. The Company paid back $123,000 in February
      and March 2005, and reclassified the remaining $27,000 to another individual
      who
      assumed the note payable, which was subsequently paid off. At December 31,
      2005
      this balance was paid off.




The
      Company had outstanding at December 31, 2006, of $5,135 to an
      officer/stockholder for expenses advanced on behalf of the Company. There were
      no specific repayment terms.




**ITEM
      13- EXHIBITS**




**ITEM
      14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES**




The
      board
      of directors has appointed Berman Hopkins Wright and Laham CPAs. LLC ., an
      independent registered public accounting firm, to serve as the Company's
      independent auditors for the fiscal years ended December 31, 2006..




**Audit
      Fees**




The
      aggregate fees billed by Berman Hopkins Wright and Laham CPAs. LLC. for
      professional services rendered for the audit of the Company's annual financial
      statement (and the review of the Company's financial statements included in
      the
      Company's quarterly reports on Form 10-QSB) for the fiscal years ended December
      31, 2007 and December 31, 2006 were $37,000 and $-0-, respectively.




**Audit-Related
      Fees**




The
      aggregate fees billed by. Berman Hopkins Wright and Laham CPAs. LLC for
      assurance and related services that are reasonably related to the performance
      of
      the audit or review of the Company's financial statements for the fiscal years
      ended December 31, 2007 and December 31, 2006 and that are not disclosed in
      the
      paragraph captioned "Audit Fees" above were $0 and $0,
      respectively.




**Tax
      Fees**




The
      aggregate fees billed Berman Hopkins Wright & Laham CPAs, LLC . for
      professional services rendered for tax compliance, tax advice and tax planning
      for the fiscal years ended December 31, 2006 were $0.




**All
      Other Fees**




The
      aggregate fees billed for services rendered by Berman Hopkins Wright & Laham
      CPAs . LLP ., other than for services covered by the preceding three paragraphs,
      for the fiscal years ended December 31, 20065 and December 31, 2005 were $39,000
      and $0, respectively.




-
          17 -




**Pre-Approval
      Policies**




[To
      help
      ensure the independence of the Company's independent registered public
      accounting firm, the board of directors has adopted a policy for the
      pre-approval of all audit and non-audit services to be performed for the Company
      by its independent registered public accounting firm. Pursuant to this policy,
      all audit and non-audit services to be performed by the independent registered
      public accounting firm must be approved in advance by the board of directors.
      The board of directors may delegate to one or more of its members the authority
      to grant the required approvals, provided that any exercise of such authority
      is
      presented to the full board of directors at its next regularly scheduled
      meeting.






-
          18 -




**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.




**SBD
      INTERNATIONAL INC.**






/s/
      Carl
      M. Nurse


Name: 
      Carl M. Nurse


Title: 
      President, Chief Executive Officer and Chief
      Financial Officer




Date: 
      July 30, 2008






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.





NAME
            
            TITLE
            
            DATE/s/
                Carl M. Nurse
            
            President,
                Chief Executive Officer,
            
            July
                30, 2008Carl
                M. Nurse
            
            Chief
              Financial Officer and Director(Principal
              Executive Officer and Principal Financial Officer)/s/
                Beverly Callender
            
            Director
            
            July
                30, 2008Beverly
                Callender


-
        19
        -