GREGORY S. SKINNER LAW OFFICES OF 800 Southwood
GARRETT SUTTON Skinner,Sutton, Watson & Rounds Boulevard
KELLY G. WATSON a professional corporation Suite 207
MICHAEL D. ROUNDS Post Office Box 3150
------
PHILIP A. OLSEN 548 CALIFORNIA AVENUE Incline Village,
JAMES G. RENO, NEVADA 89509-1448 Nevada 89450
CHRISTENSEN (775) 324-4100 (775) 833-1700
SHIRLE T. EITING FAX (775) 333-8171 Fax (775) 833-1701
MATTHEW D. e-mail: [email protected]
FRANCIS The Atrium Building
MICHELLE 333 North Rancho
DARQUEA Drive
LARA PEARSON Suite 410
ROBERT PAUL Las Vegas, Nevada
TURNER 89106
JIM C. GROGAN July 18, 2000 (702) 636-4902
GLORIA M. Fax (702) 636-4904
HOWRYLA
Reply to: Reno
OF COUNSEL
LARS A. PERRY
MICHAEL A.
SHIMOKAJI
also licensed in
California
also licensed in Utah
only licensed in New
York
only licensed in
California
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Sustainable Development International, Inc.: Schedule 14(a)
----------------------------------------------------------------
Dear Sir or Madam:
Pursuant to the Rules and Regulations of the Securities and Exchange
Commission, submitted herewith for filing on behalf of Sustainable
Development International, Inc., a Nevada corporation (the "Company"), is the
Company's Definitive Proxy Statement, the Form of Proxy and the Annual Report,
for filing pursuant to Schedule 14(a).
Very truly yours,
SKINNER, SUTTON, WATSON & ROUNDS
/s/ Robert Paul Turner
----------------------------------
Robert Paul Turner
Counsel to the Company
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
--------------------------------------------------------------------------------
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
2
<PAGE>
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Sustainable Development International
(Logo)
NOTICE TO READER
This brochure and attachments contains forward-looking information within the
meaning of section 27A of the securities Act of 1933 and section 21E of the
Securities Exchange Act of 1934 and is subject to the Safe Harbor created by
those sections. This material contains statements about expected future events
and/or
financial results that are forward-looking in nature and subject to risks and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements provisions contained in the Private Securities
Litigation Reform Act of 1995 and any amendments thereto.
Such forward looking- statements by definition involve risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the company to be materially different from the future results, performance or
achievements expressed or implied by such forward- looking statements. In
particular, there is no assurance that reserves, production, pricing levels or
other factors pertaining to the mining, manufacturing and retail operations will
be sustained at the expected rates or levels over time. Discussions of factors,
which may affect future results, are contained in our recent filings.
Under no circumstances does this brochure and attachments constitute an offer to
sell or a solicitation of an offer to buy the securities of the company
described in this brochure and attachments in which such offer, solicitation or
sale of securities would be unlawful prior to registration, qualification or
filing under the
securities laws of any jurisdiction.
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
SDI is a diverse corporate entity of innovative technologies and business
operations that compliment each other.
Sustainable Development International Inc. was established to develop and
provide innovative technologies, products and services for the global market.
This would include owning and operating facilities, which use creative and cost
effective methods. These activities are undertaken in ways that are beneficial
to our shareholders, our employees, the environment, and the community.
We have established four divisions to meet these objectives:
Natural Resources
Health
Energy Financing
Natural Resources
The Natural Resources Division has operations which utilize innovative
technologies to transform natural resources into consumer products. Transforming
natural resources into durable consumer products and commercial products allows
SDI to maximize profit margins by eliminating the middlemen. SDI has focused
on the area of Granite quarrying and processing and has a commitment to develop
the Environmental Limestone operations.
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INCORPORATED
TABLE OF CONTENTS
Page 2 President's Message
3 Corporate Structure / Overview / Board of directors
and Officers
Management Discussion
4 Intercontinental Granite Inc.
Quarries
Processing
Retail / Wholesale
5 Energy SDI Energy Savings
SDI Power
SDI Energy
SDI Energy Products
6 Sustainable Health Inc.
Pro-Active Inc.
7 Watergas Inc.
Hydrogen/Oxygen Generator
8 Environmental Services
Waste Oil Reprocessing
9-16 SDI Financial Statements
2nd Quarter 2000
ending April 30, 2000
3
<PAGE>
OUR MOST RECENT FORM 10-K IS AVAILABLE TO ALL SECURITY HOLDERS WHO ARE SOLICITED
WITH A PROXY STATEMENT AT NO CHARGE, AND WILL BE MAILED OUT UPON WRITTEN REQUEST
TO OUR OFFICE. PLEASE MAKE THE WRITTEN REQUEST BY MAIL: SDI, ATTENTION: JUDY
STOCKWOOD, OFFICE MANAGER, SUITE 208, 10240 124 STREET, EDMONTON, ALBERTA T5N
3W6 OR BY FAX 780 488 9100.
Sustainable Development International, Inc.
Suite 208, 10240 124 Street
Edmonton, Alberta, Canada T5N 3W6 July 7th, 2000
To our shareholders,
We have spent the last 24 months obtaining technologies, licensing agreements,
and assets to build a strong foundation for SDI. Each division has a strong
management team and is currently pursuing sales contracts to move us away from
being a development company to being leaders in a number of innovative ventures.
A number of long term contracts are now being negotiated, and we expect revenues
in Quarter 3 and Quarter 4 of 2000 that shall allow SDI to be in a positive cash
flow position. We have several client companies reviewing our proposals at this
time and we have received positive feedback.
As these contracts develop, we shall be posting press releases on our website,
www.1sustainable.com, or you can view these at any other Internet financial site
by entering our stock symbol, SUDI. We can also provide these press releases
to you by mail. Please contact our office for additional information.
OUR MANDATE
Sustainable Development International is actively involved in expanding the use
of innovative technologies while creating investment value.
Our goal is to meet the demands of the marketplace by implementing cost reducing
techniques. Our focus is to gain market share through efficient, reliable and
proven technologies. Our duty is to be responsible to the environment and the
community.
Our plan is to increase the company's exposure. This will be done by introducing
our products and services in the emerging business-to-business markets.
We look forward to further achievements during the balance of the year, and
encourage your input as we grow.
Sincerely,
Harold Jahn
President
Sustainable Development International, Inc.
4
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CORPORATE STRUCTURE / OVERVIEW
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC. (Five areas of concentration)
NATURAL RESOURCES
Intercontinental Granite Inc. Issued shares: 12 million
SDI ownership: 8 million (66%)
Operations include: Galeria Design Centre Inc. CerTech Ceramic Tiles Inc.
Alberta Granite Quarry BC Granite Quarry
ENERGY
SDI Energy Savings Inc. Issued shares: 10 million
SDI ownership: 10 million (100%)
SDI Power Inc. Issued shares: 10 million
SDI ownership: 10 million (100%)
SDI Energy Inc. Issued shares: 10 million
SDI ownership: 10 million (100%)
SDI Energy Products Inc. Issued shares: 10 million
SDI ownership: 10 million (100%)
SUSTAINABLE HEALTH
Sustainable Health Inc. Issued shares: 10 million
SDI ownership: 10 million (100%)
Pro-Active Inc. Issued shares: 8 million
Sustainable Health Inc.
ownership: 4.8 million (60%)
FUNDING
SDI Finance/Leasing Inc. Issued shares: 10 million
SDI ownership: 10 million (100%)
ALTERNATIVE ENERGY
Watergas Inc. Issued shares: 10 million
SDI ownership: 10 million (70%)
Waste Oil Reprocessing Issued shares: 10 million
Umweltservice Europa GmbH SDI ownership: 10 million (100%)
(Environmental Services Europe Inc.)
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.-CORPORATION DIRECTOR'S AND OFFICERS
Name Position Term Address
BOARD OF DIRECTORS
Harold Jahn sole director 1998 to present Edmonton, AB, Canada
OFFICERS
Harold Jahn President/CEO 1998 to present Edmonton, AB, Canada
Treasurer/Secretary
Lew Mansell Senior Vice President 1998 to present Sherwood Park,AB,
Canada
Gordon Noland Vice President- 1999 to present Calgary, AB, Canada
Project Finance
Neil Driscoll Chief Financial Officer 2000 to present Edmonton, AB, Canada
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INTERCONTINENTAL GRANITE INC.
IGI, owned 66% by SDI, provides a wide range of products to the residential,
commercial, and industrial property markets. The primary focus is currently on
interior and exterior finishing including tiles, hardwood, carpet, slate, and
other materials, high grade countertops for kitchens and bathrooms.
Additionally, the company holds leases on granite deposits in the lower Frazer
Valley in British Columbia, and near Fort Chipewyan in Northern Alberta. The
potential of these deposits will open several new markets, including the
memorial industry and building cladding market. These supplies will serve both
our needs and those of other granite users who have otherwise imported their
products from eastern North America, and Europe.
The company also distributes exclusive lines of tile products and a countertop
product that commands a premium price. Its properties exceed granite in
durability, color selection, and finish.
IGI took steps to develop an immediate cash flow by acquiring, effective May 1,
2000, the assets of CerTech Tile Distributors and Galeria Design Centre.
CerTech is a wholesale supplier of tile, tile products and specialty material
for this industry. The business was established in 1999 by owners who have 25
years direct experience in the tile and granite industry.
Galeria Design Centre operates from a 16,000 square foot retail and
manufacturing site in central Edmonton. The Galeria is a unique retail concept
that displays a complete showroom for kitchen, bath, and ensuite presentation of
tile, flooring, granite, appliances and fixtures. On site interior designers
help clients customize their selections. Customers can see how their granite
selections are custom manufactured right on the premises.
IGI is preparing a drilling and coring program to verify proven reserves in the
British Columbia and Alberta quarry locations. The drilling/coring results will
define a plan to produce and market the granite in blocks and precut slabs for
the wholesale market. A finishing plant to make slabs available for the
monument industry is planned to serve a contract we have been developing for the
Alberta market.
SDI believes IGI has great value to the company. Immediate cash flow is
anticipated and advance marketing and specific contracts will generate above
average returns. Currently, Canada imports $250,000,000 of granite per year
from locations worldwide, primarily from Western Europe and Africa. Because
international shipping is so costly, local quarries will offer extra profit
potential in domestic use and export opportunities in Western North America.
6
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SDI ENERGY SAVINGS
An element of the SDI corporate mission statement is to do our business with a
commitment to environmental security. We recognized a significant business
opportunity from our interests in technology that used energy wisely. We have
accumulated a number of innovative technologies, energy savings concepts and
strategic alliances with suppliers, engineering, design, and planning groups
that share our vision.
A key component of our presentations is Co-Generation equipment. Co-Gen
installations generate electricity for on site use and the waste heat from the
exhaust and cooling water is utilized for building heat, hot water, and where
appropriate, cooling. These self contained systems increase reliability for the
occupants and lower the overall building energy costs.
Related equipment in our energy savings program include low water use toilets,
taps, and laundry equipment, high efficiency lighting, and fan coil units for
heating and cooling. When we combine these components into a building we are
able to lower energy costs up to 40%. We are finding acceptance of these energy
design models from recognized architects, engineers, and mechanical/electrical
contractors across the USA and Canada.
The use of ground source heat technology brings new business to SDI. Heating
and cooling with ground source heat is well known internationally. Within our
team we have excellent experience and design capabilities to integrate Co-Gen,
energy savings equipment, ground source heat, and waste water treatment. This
creates a truly green community that is good for the occupants and good for the
environment.
We have completed proposals waiting final approval for construction and are
actively involved in over 15 projects as of June 30, 2000. Revenue from these
projects is expected to begin in the third quarter of 2000. Markets for these
projects include multi family housing, apartments, condos, office building, and
residential communities.
Major projects in development include hotels in the US, Canada and the
Caribbean. These projects will be multi-million dollar facilities and will
generate revenue for SDI beginning in the fourth quarter 2000.
Many regional jurisdictions are experiencing deregulation in power, water, and
gas services, SDI is in the process of creating additional divisions to comply
and compete in these new markets. SDI Power will be involved in providing
project engineering, procurement and construction (EPC) services for the
construction, start-up, and operation of electrical co-generation plants. SDI
Energy will play the role of the utility offering clients full utility services.
And SDI Energy Products will offer exclusive energy savings products for our own
projects, and third party buyers. SDI Energy Savings will continue to provide
clients energy savings equipment packages.
7
<PAGE>
PRO-ACTIVE INC.
Recent years have seen great strides in medical advances. Technologies for
treatments of all types have moved forward at a rapid rate. Despite this,
progress in the patient/doctor/clinic relationship has been limited, and the
limited progress that has taken place has essentially been in isolation. The
result is that the focus on information technology in the health care industry
has been limited to billing as required by government or other healthcare
programs. Pro-Active Inc. in issuing licenses intends to change that situation
for the benefit of both the patient and the various health care providers.
Pro-Active license is a data base network allowing the management and movement
of healthcare information, through the use of integrated systems. The network
links the patient/doctor/provider, facilitating the timely availability of
necessary records and transactions, wherever the patient may be within the
system.
The Pro-Active licensed system has evolved to the point where in-house testing
has been successfully completed and the ability to link the patient to the
doctor to the clinic and other providers has been confirmed. The next step, one
which is set to commence in the very near future, will be to implement a "live"
trial run, one that will take the results of the in-house test to the street.
In this stage a limited number of doctors, clinics, and other service providers
will be linked to a growing number of patients. This stage will be a scale up
of what has been demonstrated in-house. It will also be live, using real
patient visits, prescriptions and other transactions, creating and updating real
time records.
The Pro-Active method will provide permanent records, timely access to these
records, and increased cost efficiencies within the health care industry.
Doctors, clinics, dispensers, and other health care providers will not be
required to change out their existing computer interfaces. Pro-Active will, in
fact, provide a link between these various computer programs, while maintaining
the separation and confidentiality of patient information so necessary to the
patient/doctor relationship.
Pro-Active will earn a transaction fee each time a patient/member or his health
care provider utilizes the Pro-Active system. This fee will be relatively small
on an individual transaction basis, but a given health care unit or system will
process a large number of transactions, creating an opportunity for Sustainable
Health Inc. to achieve substantial revenue streams.
It is expected that these revenue streams will commence in a limited way, during
the year 2000 and will then grow from there. Several organizations,
representing large membership groups, have expressed serious interest in
participating with Pro-Active and using its system. Pro-Active is dedicated to
seizing the opportunity that is available, and in moving quickly to the growth
stage of its business.
8
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WATERGAS INC.
The quest for alternative energy products to enhance current hydrocarbon
dependence or to replace non-renewable fuel supplies have been rumored to exist
ever since our industrialized economy became oil based. There has been a
perpetual stream of potential fuel savings and pollution reduction apparatus
that have entered the market with a flurry and have not been able to sustain the
market. They have often been "short" on science and "long" on promotion.
Our search for a proven product/system that would offer an environmentally
sensitive technology with fuel reduction and pollution enhancement led us to
Watergas Inc. The originating company has invested ten years developing the
science of Watergas.
Watergas is the product of a well established physics process that produces
hydrogen and oxygen gas when electricity is supplied to an electrode in water.
Watergas technology produces hydrogen and oxygen in large quantities and at a
low cost. This process is very efficient compared to other systems in the
commercial marketplace.
Watergas applications are first directed to improving fuel efficiency in
internal combustion (IC) engines in cars and trucks. Preliminary testing has
been completed and production kits are expected to be installed in a limited
number of vehicles in the fourth quarter of 2000. Manufacturing sources have
been established and a marketing company has proposed a distribution plan for
wide sales results across North America.
Secondary applications for Watergas will be in the industrial marketplace.
Metal cutting equipment is already marketable. Commercial applications are
already under investigation in flare stacks of refineries, natural gas
production and power governing chimneys.
Initial revenue from marketing Watergas products is expected in the fourth
quarter of 2000. Accelerated production of engine kits could realize cash flow
in the first quarter of 2001, and thereafter industrial product sales are
targeted to commence in the second quarter of 2001.
Continued research and development will be a continuing commitment of the
company to refine applications and to commercialize promising opportunities.
9
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WASTE OIL REPROCESSING
SDI has been in the process of selecting one of three site to process a supply
of guaranteed waste oil into diesel fuel for the trucking and/or electrical
co-generation market. A contract in 1998-1999 was in final stages in Germany,
yet was not concluded by SDI. The international oil price ($12 US/BBL) and
local electricity price volatility ($0.02-$0.05 per kWh) presented concerns to
management that the ability to maintain positive cash flow in the 4th and
ongoing years of operation would be uncertain. The capital investment and risk
was too unstable for a wise investment.
We are currently examining the market situation, and may consider proceeding in
the later part of 2000 in either a Canadian or German location. The technology
has improved, further reducing capital costs, and we must now find a
satisfactory revenue source to guarantee success with either a long term power
purchase contract or diesel sales contract.
Our interest in Germany is to set up a daughter company of SDI called
Umweltservice Europa GmbH (Environmental Services Europe Inc.) to recycle waste
lubrication oil. We have obtained the rights from Enviro-Mining Inc.(EMI) for
three technologies which when combined can produce a high grade low sulpher
diesel fuel meeting all European specifications under EN 590 legislation. The
EMI Process is a proven alternative to the present disposal methods converting
automotive waste oil into light heating oil and high quality diesel fuel.
Our objective is to always purchase the most appropriate systems which will meet
the operating, technical and business objectives to be operated by Umweltservice
Europa GmbH.
These oil recycling processes have been developed to solve a worldwide problem
of removing used oil from our environment in a safe and non-polluting way. Most
countries have developed collection methods to remove this hazardous waste from
our communities with new emphasis on diversion from existing landfills.
Registered waste oil haulers are tracked to determine annual volumes, and
disposal methods. The majority of the waste oil enters refineries for upgrading
and blending, or is burned in the cement industry.
SDI has arranged solid partnerships for long term success, providing a complete
solution with competent management.
Our operational plan is to demonstrate control of the license for the oil
recycling technology in Germany with limited rights for the balance of Europe,
and select North American locations. This can only be done by constructing one
facility at a time.
JUNE 15, 2000
10
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SUSTAINABLE DEVELOPMENT INTERNATIONAL INC (SUDI.OB)
QUARTERLY REPORT (SEC FORM 10QSB)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the
Company's financial statements and the notes thereto contained elsewhere in this
filing.
OVERVIEW
Sustainable Development International, Inc., a Nevada corporation, is a
development stage company formed on May 27, 1998 to provide innovative
technologies, products and services to improve efficiency, quality and
environmental concerns in a variety of fields, with a particular emphasis on
solutions to environmental problems, reductions in energy consumption, health
and wellness and responsible resource development. The Company is divided into
five divisions: Energy, Sustainable Health, Funding, Natural Resources and
Alternative Energy.
On November 22, 1999, the company announced that it has incorporated
Intercontinental Granite Incorporated. The company will own 80% of the
outstanding common shares of International Granite Incorporated for nominal
consideration.
On December 16, 1999, the company entered into an agreement to form Pro-Active
Incorporated. The company will own 60% of Pro-Active Incorporated for nominal
consideration, which will manage health care information through the use of
integrated systems, customized databases and intelligent ID cards.
On January 14, 2000, the company acquired 22,500 acres of mineral claims under a
metallic and industrial mineral permit.
On March 21, 2000, the company entered into an agreement to form Watergas
Incorporated. The company will own 70% of Watergas Incorporated for nominal
consideration, which will be in the business of producing, merchandising,
marketing, distribution, promotion and selling of products manufactured by The
WGI Process (Hydrogen/Oxygen Generator).
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 30, 1999
Total operating expenses from continuing operations were $63,498 for the three
months ended April 30, 2000, a 89 day period, as compared to the operating
expenses of $224,896 for the period of inception of the Company through its year
end of October 31, 1999, a period of 522 days. Utilizing an average daily
calculation of operating expenses of $713.46 for the period ending April 30,
2000, and an average daily calculation of operating expenses of $473.38 for the
annual period ending October 31, 1999, this represented a 50% increase in
average daily operating expenses.
The increase in expenses was primarily the result of the Company increasing its
business activities in generating sales during the period ending April 30, 2000.
11
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Quarterly Report on Form 10-QSB contains forward-looking statements made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. These forward looking statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties, many of
which are beyond the Company's control, including, but not limited to, economic,
competitive and other factors affecting the Company's operations, markets,
products and services, expansion strategies and other factors discussed
elsewhere in this report and the documents filed by the Company with the
Securities and Exchange Commission. Actual results could differ materially from
these forward- looking statements. In light of these risks and uncertainties,
there can be no assurance that the forward-looking information contained in this
report will in fact prove accurate. The Company does not undertake any
obligation to revise these forward-looking statements to reflect future events
or circumstances.
LIQUIDITY AND CAPITAL RESERVES
AS OF APRIL 30, 2000 (UNAUDITED)
As of April 30, 2000, the Company's assets were $1,757,390 and its liabilities
were $738,361, resulting in an excess of assets of $1,019,029. Cash was $137,918
at April 30, 2000 as compared to cash of $155,042 on October 31, 1999, a
decrease of $17,124. This represented a 12% decrease in available cash. This
decrease was primarily the result of an increase in operating expenses and a
cash deposit of $40,406 to Enviro-Mining for purposes of acquiring additional
oil related technologies.
The Company has continued to fund its deficit cash flow from private placements
of the Company's common stock. It is anticipated that loans and the sale of the
Company's stock will continue until such time as the Company generates
sufficient revenues from its operations to cover operating expenses.
YEAR 2000 ISSUES
Certain of the Company's computer systems and software may interpret the year
2000 as some other date. The operating system generally employed by the Company
is Windows 95, which is year 2000 compliant. The networking, general ledger and
accounts payable and facility point-of-sale and software programs require
software updates or modifications to address the year 2000 problem. The Company
is further addressing the matter by replacing certain older computers and
installing off-the-shelf and other third-party software that is year 2000
compliant, at an estimated cost of less than $1,000. The Company anticipates
that installation of year 2000 compliant software and hardware will be completed
by the end of 1999. The Company does not believe that the year 2000 problem will
have a material affect on the Company's operations, however, no assurance can be
given that the software updates and new computers will resolve the problem as
scheduled or at all.
12
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<TABLE>
<CAPTION>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF LOSS
(Expressed in U.S. Dollars)
(Unaudited)
Three Months Ending April 30 2000 1999
=======================================================================
<S> <C> <C>
Expenses
Advertising 9,151 1,473
Amortization 5,786 2,500
Consulting fees 3,387 -
Management fees 22,175 1,400
Office 5,053 167
Professional fees 7,085 7,025
Service charges 873 27
Travel 1,224 -
Other 8,764 -
------------ ------------
63,498 12,592
------------ ------------
Net loss $ (63,498) $ (12,592)
============ ============
=======================================================================
Net loss per share, basic and
diluted (Note 1) $ (0.0045) $ (0.0009)
============ ============
Weighted average shares, basic
and diluted 14,043,467 13,720,000
============ ============
=======================================================================
See accompanying notes to the condensed consolidated financial statements.
</TABLE>
13
<PAGE>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF LOSS
(Expressed in U.S. Dollars)
(Unaudited) 6 months to 6 months to Cumulative to
April 30 April 30 April 30
2000 1999 2000
===================================================================
Expenses
Advertising 14,333 4,139 14,750
Amortization 8,286 5,000 22,453
Consulting fees 3,387 7,151 111,229
Management fees 36,002 19,400 90,002
Office 6,589 913 8,317
Professional fees 16,601 14,668 60,463
Service charges 1,045 220 2,053
Travel 1,968 4,673 12,292
Other 12,221 - 12,221
----------- ----------- -------------
100,432 56,164 333,780
----------- ----------- -------------
Other items
Loss on exploration - - 6,680
Gain on foreign exchange - - (8,776)
Interest on revenue - - (6,355)
----------- ----------- -------------
- - (8,451)
----------- ----------- -------------
Net loss $ (100,432) $ (56,164) $ (325,329)
=========== =========== =============
===================================================================
Net loss per share, basic and
diluted (Note 1) $ (0.0072) $ (0.0041)
=========== ===========
Weighted average shares, basic
and diluted 13,924,533 13,716,667
=========== ===========
===================================================================
See accompanying notes to the condensed consolidated financial statements.
14
<PAGE>
<TABLE>
<CAPTION>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in U.S. Dollars)
(Unaudited) April 30 October 31
2000 1999
======================================================================
<S> <C> <C>
ASSETS
Current
Cash $ 137,918 $ 155,042
Deposit 16,925 16,925
Due from related party 40,406 94,764
Licensing agreements 1,560,964 285,833
Other asset 1,177 -
----------- ------------
$1,757,390 $ 552,564
=========== ============
=========================================================================
LIABILITIES
Current
Payables $ 738,361 $ 93,452
----------- ------------
SHAREHOLDERS' EQUITY
Capital stock (Note 2) 1,344,358 684,008
Deficit (325,329) (224,896)
----------- ------------
1,019,029 459,112
----------- ------------
$1,757,390 $ 552,564
=========== ============
=========================================================================
See accompanying notes to the condensed consolidated financial statements.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited) 6 months 6 months
ended ended
April 30 April 30
2000 1999
==============================================================
<S> <C> <C>
Increase (decrease) in cash
OPERATING
Net loss $ (100,432) $ (56,164)
Amortization 8,286 5,000
------------ ----------
(92,146) (51,164)
Change in
Payables 644,908 (6,590)
------------ ----------
552,762 (57,754)
------------ ----------
FINANCING
Issuance of capital stock 660,350 -
Advances to related parties 54,358 (60,242)
------------ ----------
714,708 (60,242)
------------ ----------
INVESTING
Purchase of licensing agreements (1,283,417) -
Purchase of other asset (1,177) -
------------ ----------
(1,284,594) -
------------ ----------
Net decrease in cash (17,124) (117,996)
Cash
Beginning of period 155,042 330,053
------------ ----------
End of period $ 137,918 $ 212,057
============ ==========
==============================================================
See accompanying notes to the condensed consolidated financial statements.
</TABLE>
16
<PAGE>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Unaudited)
April 30, 2000
================================================================================
1. GENERAL
The unaudited condensed consolidated financial statements have been prepared on
the same basis as the audited consolidated financial statements and, in the
opinion of management, reflect all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation for each of the periods
presented. The results of operations for interim periods are not necessarily
indicative of results to be achieved for full fiscal years.
As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01
of Regulation S-X, the accompanying consolidated financial statements and
related footnotes have been condensed and do not contain certain information
that will be included in the Company's annual consolidated financial statements
and footnotes thereto. For further information, refer to the consolidated
financial statements and related footnotes for the year ended October 31, 1999
included in the Company's Annual Report on Form 10-KSB.
BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Sustainable Development International Inc., its 70% owned subsidiary, Watergas
Inc., its 80% owned subsidiary, Intercontinental Granite Inc., and its 100%
owned subsidiary, Sustainable Health Inc.
INCOME TAXES
Income taxes for the interim periods were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to ongoing
review and evaluation by management.
LOSS PER SHARE
The Company reports earnings per share in accordance with the provisions of SFAS
No. 128, Earnings Per Share. SFAS No. 128 requires presentation of basic and
diluted earnings per share in conjunction with the disclosure of the methodology
used in computing such earnings per share. Basic earnings per share excludes
dilution and is computed by dividing income available to common shares by the
weighted average common shares outstanding during the period. Diluted earnings
per share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted
into common stock.
17
<PAGE>
<TABLE>
<CAPTION>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Unaudited)
April 30, 2000
================================================================================
2. CAPITAL STOCK
The company has the following changes to their issued share capital:
Number of shares Dollar Value
---------------- -------------
<S> <C> <C>
At year ended October 31, 1999 13,720,000 $ 684,008
Common shares issued for services,
December, 1999 56,800 60,350
Pending regulatory approval - for
acquisition of subsidiary
Intercontinental Granite Inc. 100,000 100,000
Pending regulatory approval - for
acquisition of subsidiary Watergas Inc. 500,000 500,000
---------------- -------------
Balance April 30, 2000 14,376,800 $ 1,344,358
================ =============
</TABLE>
18
<PAGE>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO: The Shareholders of Sustainable Development International Inc.
TAKE NOTICE that the Annual and Special Meeting (the "Meeting") of the
shareholders of Sustainable Development International Inc. (the "Corporation")
will be held at the Ramada Hotel and Conference Centre, 11834 Kingsway,
Edmonton, Alberta on Thursday, August 10, 2000 at 2:00 p.m. (Edmonton time) for
the following purposes:
1. To receive and consider the financial statements of the Corporation for
the year ended October 31st, 1999 and the auditor's report thereon.
2. To elect directors and appoint officers of the Corporation.
3. To transact such other business as may be properly brought before the
Meeting.
Shareholders of the Corporation who are unable to attend the Meeting in person
are requested to date and sign the enclosed form of proxy and mail to or deposit
it with the Corporation's agent, Alberta Compliance Services Inc., 602, 304 -
8th Avenue S.W., Calgary, AB, T2P 1C2. In order to be valid and acted upon at
the Meeting, forms of proxy must be returned to the aforesaid address not less
than 48 hours (excluding Saturdays, Sundays and holidays) before the time set
for the Meeting or any adjournment thereof.
The Board of Directors of the Corporation has fixed the Record Date for the
meeting at the close of business on July 7, 2000. Only shareholders of the
Corporation of record as of that date are entitled to receive notice of and to
vote at the Meeting, unless such shareholder transfers shares after the Record
Date and the transferee of those shares establishes that he owns the shares and
demands, not later than the close of business on the date 10 days before the
Meeting, that the transferee's name be included in the list of shareholders
entitled to vote at the Meeting, in which case such transferee shall be entitled
to vote such shares at the Meeting.
DATED at Edmonton, Alberta, this 7th day of July, 2000.
ON BEHALF OF THE BOARD OF DIRECTORS
HAROLD JAHN
President & CEO
19
<PAGE>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(The "Corporation")
INFORMATION CIRCULAR
For the Annual and Special Meeting
to be held on Thursday, August 10, 2000
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation of
proxies for use at the Annual and Special Meeting of the Shareholders of the
Corporation (the "Meeting") to be held on THURSDAY, AUGUST 10, 2000, at the
Ramada Hotel and Conference Centre, 11834 Kingsway, Edmonton, Alberta at 2:00
p.m. MDT and at any adjournment thereof, for the purposes set forth in the
Notice of Annual and Special Meeting. Instruments of Proxy must be received by
the Corporation's agent, Alberta Compliance Services Inc., 602, 304 - 8th Avenue
S.W., Calgary, AB, T2P 1C2, not less than 48 hours (excluding Saturdays, Sundays
and holidays) before the time for the holding of the Meeting or any adjournment
thereof. The Board of Directors of the Corporation has fixed the record date
for the Meeting at the close of business on July 7, 2000. Only shareholders of
the Corporation of record as of that date are entitled to receive notice of and
to vote at the Meeting, unless such shareholder transfers shares after the
Record Date and the transferee establishes ownership of such shares and demands
not later than the close of business ten (10) days before the Meeting, that the
transferee's name be included in the list of shareholders entitled to vote at
the Meeting.
REGISTERED SHAREHOLDER'S REVOCABILITY OF PROXY
A REGISTERED SHAREHOLDER ("SHAREHOLDER") WHO HAS SUBMITTED A PROXY MAY REVOKE IT
AT ANY TIME PRIOR TO THE EXERCISE THEREOF. IF A PERSON WHO HAS GIVEN A PROXY
ATTENDS PERSONALLY AT THE MEETING AT WHICH SUCH PROXY IS TO BE VOTED, SUCH
PERSON MAY REVOKE THE PROXY AND VOTE IN PERSON. IN ADDITION TO REVOCATION IN
ANY OTHER MANNER PERMITTED BY LAW, A PROXY MAY BE REVOKED BY INSTRUMENT IN
WRITING EXECUTED BY THE SHAREHOLDER OR SHAREHOLDER'S ATTORNEY AUTHORIZED IN
WRITING, OR IF THE SHAREHOLDER IS A CORPORATION, UNDER ITS CORPORATE SEAL OR BY
AN OFFICER OR ATTORNEY THEREOF DULY AUTHORIZED AND DEPOSITED EITHER AT THE
REGISTERED OFFICE OF THE CORPORATION AT ANY TIME UP TO AND INCLUDING THE LAST
BUSINESS DAY PRECEDING THE DAY OF THE MEETING, OR ANY ADJOURNMENT THEREOF, AT
WHICH THE PROXY IS TO BE USED, OR WITH THE CHAIRMAN OF THE MEETING ON THE DAY OF
THE MEETING, OR ANY ADJOURNMENT THEREOF, AND UPON EITHER OF SUCH DEPOSITS, THE
PROXY IS REVOKED.
Persons Making Solicitations
------------------------------
THE SOLICITATION IS MADE ON BEHALF OF THE MANAGEMENT OF THE CORPORATION. THE
COSTS INCURRED IN THE PREPARATION AND MAILING OF THE PROXY, NOTICE OF ANNUAL AND
SPECIAL MEETING AND THIS INFORMATION CIRCULAR WILL BE BORNE BY THE CORPORATION.
SOLICITATION WILL PRIMARILY BE BY MAIL. IN ADDITION, PROXIES MAY BE SOLICITED
IN PERSON, BY TELEPHONE OR OTHER MEANS OF COMMUNICATION AND BY DIRECTORS,
OFFICERS AND EMPLOYEES OF THE CORPORATION, WHO WILL NOT BE SPECIFICALLY
REMUNERATED THEREFORE.
Exercise of Discretion by Proxy
-----------------------------------
COMMON SHARES REPRESENTED BY PROXY IN FAVOUR OF MANAGEMENT NOMINEES WILL BE
VOTED ON ANY BALLOT AT THE MEETING, AND WHERE THE SHAREHOLDER SPECIFIES A CHOICE
WITH RESPECT TO ANY MATTER TO BE ACTED UPON, THE SHARES WILL BE VOTED ON ANY
BALLOT IN ACCORDANCE WITH THE SPECIFICATIONS SO MADE.
IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES WILL BE VOTED IN FAVOUR OF THE
MATTERS TO BE ACTED UPON. THE PERSONS APPOINTED UNDER THE INSTRUMENT OF PROXY
FURNISHED BY THE CORPORATION ARE CONFERRED WITH THE DISCRETIONARY AUTHORITY WITH
RESPECT TO AMENDMENTS OR VARIATIONS OF THOSE MATTERS SPECIFIED IN THE PROXY AND
NOTICE OF ANNUAL AND SPECIAL MEETING. AT THE TIME OF PRINTING THIS INFORMATION
CIRCULAR, MANAGEMENT OF THE CORPORATION KNOWS OF NO SUCH AMENDMENT, VARIATION OR
OTHER MATTER.
20
<PAGE>
Matters to be Acted upon at the Meeting
-----------------------------------------
ELECTION OF DIRECTOR
AT THE MEETING IT IS PROPOSED THAT ONE (1) DIRECTOR BE ELECTED, TO HOLD OFFICE
UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE ELECTED OR
APPOINTED. THERE IS CURRENTLY ONE (1) DIRECTOR OF THE CORPORATION, WHO RETIRES
FROM OFFICE AT THE MEETING. UNLESS OTHERWISE DIRECTED, IT IS THE INTENTION OF
MANAGEMENT TO VOTE PROXIES IN THE ACCOMPANYING FORM IN FAVOUR OF THE NOMINEE SET
FORTH BELOW.
THE NAMES AND MUNICIPALITIES OF RESIDENCE OF THE PERSONS NOMINATED FOR THE
ELECTION AS DIRECTORS, THE NUMBER OF VOTING SECURITIES OF THE CORPORATION
BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, OR OVER WHICH THEY EXERCISE CONTROL
OR DIRECTION, THE OFFICES HELD BY EACH IN THE CORPORATION, THE PERIOD SERVED AS
DIRECTOR AND PRINCIPAL OCCUPATION ARE AS FOLLOWS:
<TABLE>
<CAPTION>
NAME AND NUMBER OF VOTING OFFICES HELD AND PRINCIPAL
MUNICIPALITY OF SHARES BENEFICIALLY DATE BECAME A OCCUPATION
RESIDENCE OWNED DIRECTOR
<S> <C> <C> <C>
Harold Jahn 6,406,116 President and CEO President.
Edmonton, Alberta Director since 1998 Sustainable
Development
International, Inc.
<FN>
Information as to shares beneficially owned, not being in the knowledge of the
Corporation, has been furnished by the respective director.
</TABLE>
APPOINTMENT OF AUDITORS
Unless otherwise directed, it is management's intention to vote the proxies in
favour of an ordinary resolution to appoint the firm of Grant Thornton,
Chartered Accountants, Edmonton, Alberta to serve as auditors of the Corporation
until the next Annual Meeting of the shareholders and to authorize the director
to fix their remuneration. Grant Thornton have been the Corporation's auditors
since 1998.
<TABLE>
<CAPTION>
OFFICERS
NAME AND NUMBER OF VOTING OFFICES HELD AND PRINCIPAL
MUNICIPALITY OF SHARES BENEFICIALLY DATE BECAME AN OCCUPATION
RESIDENCE OWNED OFFICER
<S> <C> <C> <C>
Harold Jahn 6,406,116 President and CEO President, SDI
Edmonton, Alberta Director since 1998
Lew Mansell 6,216,116 Vice President since Vice President
Edmonton, Alberta 1998 SDI
Gordon Noland NIL Vice President, Vice President,
Calgary, Alberta Project Finance since Project Finance SDI
1999
Neil Driscoll NIL Chief Financial Officer Chief Financial Officer
Edmonton, Alberta NIL May 2000 SDI
<FN>
Information as to shares beneficially owned, not being in the knowledge of the Corporation, has
been furnished by the respective officers.
</TABLE>
21
<PAGE>
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
As at July 7, 2000, 13,882,800 common shares of the Corporation were issued and
outstanding, each such share carrying the right to one vote at the Meeting. A
quorum for the transaction of business at the Meeting is not less than two
persons present holding or representing not less than ten percent of the shares
entitled to be voted, in person or represented by Proxy, irrespective of the
number of persons actually present at the Meeting.
To the knowledge of the director and senior officers of the Corporation as at
July 7, 2000, no person or corporation beneficially owns, directly or
indirectly, or exercised control or direction over more than ten percent (10%)
of the voting securities of the Corporation, except as set out in the table
below:
Number of Percentage of
Name Voting Shares Common Shares
--------------------------------------------------------------------------------
Harold Jahn 6,406,116 46.14%
--------------------------------------------------------------------------------
Lew Mansell 6,216,116 44.78%
--------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
For the purpose of this section, Executive Officer means the Chairman and the
Vice-Chairman of the Board of Directors, the President and any Vice-President in
charge of a principal business unit such as sales, finance, or corporate
planning, and any other officer of the Corporation who performs a policy making
function of the Corporation, whether or not such officer is also a director of
the Corporation. As at October 31, 1999 the Corporation had four Executive
Officers.
AGGREGATE REMUNERATION
The aggregate cash compensation paid to the Corporation's Executive Officers for
services rendered during the financial year ended October 31, 1999 was $54,000
US. Cash compensation includes salaries, fees (including directors fees),
commissions and bonuses and, in addition to amounts actually paid during and for
the most recently completed financial year, cash compensation includes: bonuses
to be paid for services rendered during the most recently completed financial
year unless those amounts have not yet been allocated; bonuses paid during the
most recently completed financial year for services rendered in a previous
financial year; and any compensation other than bonuses earned during the most
recently completed financial year, the payment of which is deferred.
COMPENSATION OF DIRECTOR
The director of the Corporation is entitled to receive a fee for attending
meetings and is entitled to receive reimbursement for traveling and other
expenses properly incurred while attending meetings of the Board of Directors or
any committee thereof, or in the performance of his duties as director of the
Corporation. The aggregate compensation paid to the director of the Corporation
and its subsidiaries as director during the financial year ended October 31,
1999 was nil.
OTHER COMPENSATION
The aggregate value of the other compensation (including benefits) paid by the
Corporation to Executive Officers of the Corporation did not exceed the lesser
of $10,000 times the number of Executive Officers and 10% of the cash
compensation paid to Executive Officers during the financial year ended October
31, 1999.
22
<PAGE>
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
--------------------------------------------------
Management of the Corporation is not aware of any indebtedness outstanding by
the director or officers of the Corporation to the Corporation or its
subsidiaries at any time since the commencement of the last completed financial
year of the Corporation.
MANAGEMENT CONTRACTS
There are no management functions of the Corporation or its subsidiaries which
are performed to a substantial degree by a person other than a director or
senior officer.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
There were no material interests, direct or indirect, of directors and senior
officers of the Corporation, nominees for director, any shareholder who
beneficially owns more than 10% of the shares of the Corporation, or any known
associate or affiliate of such persons in any transaction since the commencement
of the Corporation's last completed financial year or in any proposed
transaction which has materially affected or would materially affect the
Corporation or any of its subsidiaries.
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON
Management of the Corporation is not aware of any material interest of any
director or nominee for director, or senior officer, or anyone who held office
as such since the beginning of the Corporation's last financial year or of any
associate or affiliate of any of the foregoing in any matter to be acted on at
the Meeting.
OTHER MATTERS
Management knows of no amendment, variation, or other matter to come before the
Meeting other than the matters referred to in the Notice of Annual and Special
Meeting. However if any other matter properly comes before the Meeting, the
accompanying Proxy will be voted on such matter in accordance with the best
judgement of the person or persons voting the Proxy.
APPROVAL AND CERTIFICATION
The contents and sending of this Information Circular has been approved by the
director of the Corporation. The foregoing contains no untrue statement of a
material fact and does not omit to state a material fact that is required to be
stated or that is necessary to make a statement not misleading in light of the
circumstances in which it was made.
DATED at Edmonton, Alberta this 7th day of July 2000.
Harold Jahn Neil Driscoll, CA
President & Chief Executive Officer Chief Financial Officer
23
<PAGE>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
Instrument of Proxy
for the
Annual and Special Meeting of Shareholders
August 10, 2000
The undersigned shareholder of Sustainable Development International Inc. (the
"Corporation") hereby appoints Harold Jahn, President of the Corporation, or,
failing him, Lew Mansell, Vice-President of the Corporation, or instead of
either of the foregoing, ,as proxyholder of the
--------------------------
undersigned, with full power of substitution, to attend and act and vote for,
and on behalf of, the undersigned at the Annual and Special Meeting of the
shareholders of the Corporation (the "Meeting"), to be held on August 10, 2000,
and at any adjournment or adjournments thereof, and on every ballot that may
take place in consequence thereof to the same extent and with the same powers as
if the undersigned were personally present at the Meeting with authority to vote
at the said proxyholder's discretion, except as otherwise specified below.
Without limiting the general powers hereby conferred, the undersigned hereby
directs the said proxyholder to vote the shares represented by this instrument
of proxy in the following manner:
1. With respect to the election of directors for the ensuing year the
nominees as a group set forth in the Information Circular of the
Corporation dated July 7, 2000.
FOR WITHHOLD FROM VOTING
------------- -------------------------
2. With respect to the appointment of Grant Thornton, Chartered Accountants
as auditors of the Corporation for the ensuing year and the authorization
of the directors to fix their remuneration.
FOR WITHHOLD FROM VOTING
------------- -------------------------
3. At the discretion of the said proxyholder, upon any amendment or variation
of the above matters or any other matter that may properly brought
before the meeting or any adjournment thereof in such manner as such
proxy, in such proxyholder's sole judgement, may determine.
THIS INSTRUMENT OF PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE
CORPORATION. THE SHARES REPRESENTED BY THIS INSTRUMENT OF PROXY WILL BE VOTED
AND, WHERE THE SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO THE ABOVE
MATTERS, WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS GIVEN, WILL BE
VOTED IN FAVOUR OF THE ABOVE MATTERS. EACH SHAREHOLDER HAS THE RIGHT TO APPOINT
A PROXYHOLDER, OTHER THAN THE PERSON DESIGNATED ABOVE, WHO NEED NOT BE A
SHAREHOLDER, TO ATTEND AND TO ACT FOR HIM AND ON HIS BEHALF AT THE MEETING. TO
EXERCISE SUCH RIGHT, THE NAMES OF THE NOMINEES OF MANAGEMENT SHOULD BE CROSSED
OUT AND THE NAME OF THE SHAREHOLDER'S APPOINTEE SHOULD BE PRINTED IN THE BLANK
SPACE PROVIDED.
The undersigned hereby revokes any proxies heretofore given.
DATED this day of , 2000.
--------- --------------------
----------------------------------------
(Signature of Shareholder)
----------------------------------------
(Name of Shareholder)
----------------------------------------
(Number of Shares Voted)
NOTES:
1. If the shareholder is a corporation, its corporate seal must be affixed
or it must be assigned by an officer or attorney thereof duly authorized.
2. This form of proxy must be dated and the signature hereon should be
exactly the same as the name in which the shares are registered.
3. Persons signing as executors, administrators, trustees, etc., should so
indicate and give their full title as such.
4. This instrument of proxy will not be valid and not be acted upon or voted
unless it is completed as outlined herein and delivered to the
Corporation, c/o Alberta Compliance Services Inc., 602, 304 - 8th Avenue
S.W., Calgary, Alberta T2P 1C2 not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the time set for the holding of
the Meeting or any adjournment thereof.
5. A proxy is valid only at the meeting in respect of which it is given or
any adjournment(s) of that meeting provided, however, that the Chairman
of the Meeting may, in his discretion, accept proxies received after
this time up to and including the time of the Meeting or any adjournment
thereof.
24
<PAGE>
SUSTAINABLE DEVELOPMENT INTERNATIONAL INC.
(the "Corporation")
Supplemental Mail List
RETURN CARD
Non-registered shareholders have the opportunity to elect to have their names
added to the Corporation's supplemental mailing list in order to receive
quarterly financial statements of the Corporation. If you wish to receive such
statements, please complete and return the form to:
Sustainable Development International Inc.
c/o Alberta Compliance Services Inc.
602, 304 - 8th Ave S.W.
Calgary, AB
T2P 1C2
(Please Print)
----------------------------------------------------------------------
Name of Shareholder
----------------------------------------------------------------------
ADDRESS
----------------------------------------------------------------------
City
----------------------------------------------------------------------
Province Postal Code
The undersigned hereby certifies to be a shareholder of Sustainable Development
International Inc.
----------------------------------------------------------------------
Signature of Shareholder
Dated this day of , 2000.
------ ---------------
25
Energy
".Providing Energy Savings Technologies, Services and
Utility Management"
The Energy Division has in progress several commercial, and research and
development projects with the
mandate to develop technologies, which will allow for energy to be produced or
consumed with a high
efficiency factor, at the lowest possible cost.
SDI Energy Savings
Waste Oil Conversion
Watergas
Health
SDI established this division to introduce new technologies to the healthcare
industry. We have developed a network that enables the management of health data
between healthcare providers. This system can patch into any computer database
without disruption to existing interface programs, and provides easy access to
existing systems for management of healthcare information regardless of where it
is held presently.
SDI through its Delaware subsidiary Pro-Active Health Inc., is dedicated to the
development and marketing of a complete health network that enables physicians,
practitioners, and healthcare providers access to faster and more efficient
healthcare services for their clients/patients.
Financing
SDI clients appreciate our ability to present creative financing solutions. In
our energy savings division we
can finance 100% of new or retrofit energy efficient packages. Repayment is made
with the energy
savings these components deliver. Payback is from five to ten years. The
equipment we use has longer
life cycles and requires less maintenance. These innovations are creating more
opportunities for SDI.
Other divisions present larger financing needs. Our international contacts have
presented capacity to
serve all of the projects we have reviewed. Development of these projects is
determined by market
conditions, political risk assessment, and availability of skilled management.
When these variables are
suitable, we can advance these projects without the limitation of capital
resources. Project financing of up
to $100 million is available.
<PAGE>
International
Development
Sustainable
(Logo)
HAROLD JAHN OFFICES
President and Registered Corporate Office
Chief Executive Officer 548 California Ave.
Reno, Nevada, USA 89509
LEW MANSELL Head Office
Senior Suite 208,10240 124 Street
Vice President Edmonton, AB, Canada T5N 3W6
Phone (780) 488-9191
Fax (780) 788-9100
LEGAL COUNSEL
Skinner, Sutton, Watson & Rounds
548 California Ave.
Reno, Nevada, USA 89509
INVESTOR RELATIONS
Michael Beringer,
Investor Relations
Toll Free 1-800-290-8935
Telephone: 1-716-256-6498, ext 218
Fax: 1-716-256-6231
CORPORATE INFO
Symbol: SUDI
Traded: OTC:OB
Shares I/O: 17,142,800
Estimated Float: 2,393,768
Cusip No.869323 10 5
Federal ID NO: 513842679
Website Address: www.1sustainable.com
<PAGE>
