-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHfq771vtKWsQNX5q/UK4g2fvJSsqvQcIEjzq+y9K6z71NxbBOiZkF1oimAS/emC ak48EMgvQhdiPldgQ884Kg== 0001144204-08-059369.txt : 20081027 0001144204-08-059369.hdr.sgml : 20081027 20081027060639 ACCESSION NUMBER: 0001144204-08-059369 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBD International, Inc CENTRAL INDEX KEY: 0001106643 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 582590047 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32528 FILM NUMBER: 081141216 BUSINESS ADDRESS: STREET 1: 2534 N MIAMI AVE STREET 2: . CITY: MIAMI STATE: FL ZIP: 33127 BUSINESS PHONE: 3055739339 MAIL ADDRESS: STREET 1: PO BOX 331238 STREET 2: . CITY: MIAMI STATE: FL ZIP: 333133 FORMER COMPANY: FORMER CONFORMED NAME: SiteWorks Building & Development Co. DATE OF NAME CHANGE: 20051222 FORMER COMPANY: FORMER CONFORMED NAME: SITEWORKS INC /FL DATE OF NAME CHANGE: 20050112 FORMER COMPANY: FORMER CONFORMED NAME: SITEWORKS INC /FL DATE OF NAME CHANGE: 20040303 10-K 1 v129737_10k.htm

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 OF 1934

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. Employer
of 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

	Page
PART I	1
ITEM 1. DESCRIPTION OF BUSINESS	1
ITEM 2. DESCRIPTION OF PROPERTY	7
ITEM 3. LEGAL PROCEEDINGS	7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	7

PART II	8
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	9
ITEM 7. FINANCIAL STATEMENTS	12
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 8A. CONTROLS AND PROCEDURES
ITEM 8B. OTHER INFORMATION

PART III	14
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT	14
ITEM 10. EXECUTIVE COMPENSATION	15
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	16
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	17
ITEM 13. EXHIBITS	17
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	17

SIGNATURES	19

EXHIBIT 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:

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

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

statements regarding the Company's future economic performance;

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

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:

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

staging and sequencing plans;

project specific safety plan; and

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:

establishment of a realistic budget;

design and permitting assistance;

value engineering alternatives;

weekly meetings with all parties;

schedules for both preconstruction and construction stages;

subcontractor pricing;

recommendations regarding the purchase of long lead items; and

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:

assistance in all phases of permit processing;

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

scheduling, coordination and supervision of the physical construction;

establishment of a realistic budget;

monitoring of compliance with assigned responsibilities;

preparation and submission of all necessary documentation;

preparation and maintenance of the project schedule; and

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:

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

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

securing long-term contractual relationships via partnering with major institutions and governmental agencies on all levels; and becoming 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:

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

unstable economic, financial and market conditions;

- 6 -

potential incompatibility with foreign joint venture partners;

foreign currency controls and fluctuations in currency exchange rates;

trade restrictions;

increases in taxes and the effect of local regulations; and

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:

our prospects as perceived by others;

our operating results;

differences between our reported results and those expected by investors;

announcements of new contracts by us or our competitors; and

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				2005
	High		Low		High		Low
1st Quarter	$	2.25	$	0.35	$	18	$	0.016
2nd Quarter	$	0.135	$	0.011	$	0.019	$	0.001
3rd Quarter	$	0.064	$	0.012	$	1.5	$	0.00
4th 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)

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 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	% COMP

Chiefland 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-1
Balance Sheet as of December 31, 2006	F-3
Statements of Operations for the Years Ended December 31, 2006 and 2005	F-4
Statements of Changes in Stockholder's Equity (Deficit) for the Years Ended December 31, 2006 and 2005	F-5
Statements of Changes in Temporary Equity for the Years Ended December 31, 2006 and 2005	F-6
Statements of Cash Flows for the Years Ended December 31, 2006 and 2005	F-7
Notes 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			2006

Current assets:
Cash (including $93,648 of restricted cash)	$	93,648		$	226,019
Accounts receivable		376,415			79,428
Total current assets		470.063			305,447

Property and equipment, net		46,069			137,333

Other assets:
Land and building held for development		2,780,034			2,100,000
Unamortized closing costs		105,598			97,903
Deposits		116,457			16,270
Total other assets		3,002,089			2,214,173

Total Assets	$	3,518,221		$	2,656,953


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	422,104		$	208,435
Automobile loans payable		13,257			12,175
Due to officer/stockholder		85,131			51,553
Due to related parties		257,205			280,360
Accrued payroll and other liabilities		98358			152,101
Total current liabilities		889,312			704,624

Long-term liabilities:
Convertible note payable (net of unamortized discount of $325,123)		349,754			174,877
Derivative financial instruments and warrant liability		1,300,000			503,195
Mortgages payable		2,275,000			1,263,780
Contingent liability		1,200,000			1,197,096
Automobile loans payable		49,569			46,049
Total long-term liabilities		5,294,323			3,184,997

Total Liabilities		6,183,635			3,889,621

Stockholders' deficit:
Convertible preferred stock series A; $.001 par value; authorized -
20,000,000 shares; issued and outstanding - 5,200,000 shares
in 2006 and 5,100,000 shares in 2005		5,200			5,200
Convertible preferred stock series B; $1.00 par value; authorized -
20,000,000 shares; issued and outstanding - 1,100,000 shares		1,100,000			1,100,000
Common stock; $.001 par value; authorized - 500,000,000 shares;
issued and outstanding - 286,930,782 shares in 2007
and 275,523,828 shares in 2006		286,930,			275,524
Additional paid-in capital					9,384,676
Stock 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 Ended
	December 31,			December 31,
	2007			2006

Sales	$	1,088.295		$	471,837
Cost of sales		835,223			370,904
Gross profit		253,072			100,933

Operating expenses:
Stock based employee and consultant compensation		259,302			650,000
General and administrative		508,896			1,108,468
Marketing		18,713			14,639
Total operating expenses		786,911			1,773,107

Loss 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 Ended
	December 31,			December 31,
	2007			2006

Cash flows from operating activities:
Net loss	$	(1,290,456	)	$	(2,080,496	)
Adjustments to reconcile net loss to net
cash used in operating activities
Bad debt subscriptions					—
Depreciation		115,720			23,956
Amortization					32,635
Amortization of beneficial interest					—
Common stock issued for compensation					149,400
Common stock issued for services					500,600
Amortization of beneficial interest and change in
derivative value					268,072
Financing of property and equipment		2,275,000			60,874
Payments of interest and taxes from mortgage refinance		144,844			77,408
Changes in assets and liabilities
Increase in accounts receivable					(68,188	)
Increase in deposits					(4,320	)
Increase in accounts payable					207,277
Increase in accrued payroll and other liabilities					152,101
Net cash used in operating activities					(680,681	)

Cash flows from investing activities:
Retirement of property and equipment					11,002
Purchases 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					267,160
Proceeds from convertible note payable					410,000
Proceeds from mortgage financing					292,930
Stock subscriptions receivable					25,000
Payments on note payable - vehicle					(2,650	)
Increase in amounts due officer/stockholder		305,327			46,418
Proceeds from sale of common stock					—
Net cash provided by financing activities					1,038,858

Net increase (decrease) in cash					220,900
Cash at beginning of year		226,019			5,119

Cash at end of year	$	93,648		$	226,019

Supplemental Cash Flow Information:
Taxes paid	$	14,129		$	—
Interest paid	$	56,634		$	131,146
Common stock issued for services	$	275,524		$	650,000
Assumption 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 Years
Office 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		2005
Vehicles	$	104,122	$	20,794
Furniture and fixtures		5,052		3,759
Machinery and equipment		12,385		12,385
Office equipment		11,221		4,572
Tools		1,615		—
Leasehold improvements		34,600		—
		168,995		41,510
Less: 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	$	500,000

Less: 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	Value
Date	Date		Price/Share	12/31/2006
9/28/2006	9/28/2013	Warrant 5,000,000	$ 0.10	0

Fair value of embedded derivatives:

Issue	Expiry	Instrument	Exercise	Value
Date	Date		Price/Share	12/31/2006
9/28/2006	9/28/09	Convertible Note- Conversion Feature	$ 0.03	434,089
9/28/2006	9/28/09	Convertible Note Interest- Conversion Feature	$ 0.03	86,188

The carrying value of the note is:

Issue	Expiry	Instrument	Value
Date	Date		12/31/2006
9/28/2006	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	$	41,868
2008		42,938
2009		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 Since
Carl M. Nurse	51	Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer	2001
Beverly 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 Compensation
									Restricted		Securities
							Other Annual		Stock		Underlying		All Other
Name and Principal Position	Year		Salary		Bonus		Compensation		Awards ($)		Options (#)		Compensation
Carl M. Nurse, CEO (1)		2006	$	0		0				575,100		5,100,000 A		0
												10,000,000
		2005		0		0	$	4,764		719,131		3,043,476		0
		2004		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 of
Beneficial Owner*	Beneficial Ownership				Percent of Class
	Preffered A		Common
Carl 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 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, 2008
Carl M. Nurse	Chief Financial Officer and Director
	(Principal Executive Officer and Principal Financial Officer)

/s/ Beverly Callender	Director	July 30, 2008
Beverly Callender

- 19 -

EX-31.1 2 ex31-1.htm

EXHIBIT 31.1

CERTIFICATION

I, Carl M. Nurse, certify that:

1.	I have reviewed this annual report on Form 10-K of SBD International Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;.

4.	The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Intentionally omitted;

(c)

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: July 30, 2008

/s/ Carl M. Nurse

Carl M. Nurse

Chief Executive Officer

Chief Financial Officer

EX-32.1 3 ex32-1.htm

EXHIBIT 32.1

CERTIFICATION

In connection with Amendment No. 1 to the annual report on Form 10-KSB (the "Report") of SBD International Inc . (the “Company”) for the fiscal year ended December 31, 2006, I, Carl M. Nurse, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The unaudited Report may not fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report may not fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 30, 2008

/s/ Carl M. Nurse

Carl M. Nurse

Chief Executive Officer

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

-----END PRIVACY-ENHANCED MESSAGE-----