SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-27520
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2003
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:____________________
Read attached instruction sheet before preparing form.
Please print or type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates:__________________________________________________________________
__________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant SDC INTERNATIONAL, INC.
__________________________________________________________________________
Former name if applicable
__________________________________________________________________________
Address of principal executive office (Street and number)
231 Bradley Place
__________________________________________________________________________
City, state and zip code Palm Beach, FL 33480
__________________________________________________________________________
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate.)
[x] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated without
unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-
SAR, or portion thereof will be filed on or before the
15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-
K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion
thereof could not be filed within the prescribed time period.
(Attach extra sheets if needed.)
In December 2001, SDC International, Inc. (the "Company")
completed its acquisition of TATRA
A.S. ("TATRA"). The financial statements of TATRA were
originally prepared in accordance with generally accepted
auditing standards in the Czech Republic. The Company has
been unable to timely file its Annual Report on Form 10KSB
without unreasonable effort or expense because the Company
is currently awaiting the final review of the 2002
consolidated financial statements of TATRA and the Company
by its independent auditors. In August 2003, the Company,
through its subsidiary in the Czech Republic, SDC Prague
s.r.o., conveyed its interest in TATRA to its principal
creditor in exchange for cancellation of its debt with this
creditor, certain equity securities of the creditor, and
cash. It is the intention of the Company to complete the
preparation and filing of the Form 10-KSB for the fiscal
years ended December 31, 2002 and 2003 as soon as
practicable after the completion of the final review of
these periods by its independent auditors.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Ronald A. Adams, CEO (561) 882-9300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s):
[ ] Yes [X] No
Form 10-QSB for the quarter ended March 31, 2002
Form 10QSB for the quarter ended June 30, 2002
Form 10QSB for the quarter ended September 30, 2002
Form 10KSB for the fiscal year ended December 31, 2002
Form 10QSB for the quarter ended March 31, 2003
Form 10QSB for the quarter ended June 30, 2003.
Form 10QSB for the quarter ended September 30, 2003.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
The results of operations for the fiscal year ended
December 31, 2002 will be materially different from the
corresponding fiscal year ended December 31, 2001 because
the Company completed the first complete year of operation
of Tatra. Accordingly, Tatra's results from operations will
be included in the Company's consolidated results of
operations in the subject report. The results of operations
for the fiscal year ended December 31, 2003 will be
materially different from the corresponding fiscal year
ended December 31, 2002 due to the Company's disposition of
its investment in TATRA in August 2003.
SDC INTERNATIONAL, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 29, 2004 By: /s/Ronald A. Adams
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Ronald A. Adams
Chief Executive Officer