U. S. Securities and Exchange Commission
                    Washington, D. C. 20549


                          Form 10-KSB

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

               For the year ended August 31, 1997

                               OR

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

                 Commission File Number 0-27520


                    SDC International, Inc.
     (Exact name of registrant as specified in its charter)


           Delaware                            75-2583767
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)            Identification No.)


2701 W. Oakland Park Boulevard
Ft. Lauderdale, Florida                          33311
(Address of principal                          (Zip code)
 executive offices)


            Issuer's telephone number (561) 882-9300


     Securities registered under Section 12(b) of the Act:

                              None


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

                 Common Stock, Par value $0.001
                      (Title of class)

<PAGE>

     Check whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such
shorter period that registration was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X]    No [ ]

     Check if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not 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. [ ]

     The aggregate market value of the voting stock on August
31, 1997 (consisting of Common Stock, $0.001 par value per
share) held by non-affiliates was approximately $2,478,968
based upon the average bid and asked prices for such Common
Stock on said date ($2.00), as reported by a market maker.  On
such date, there were 2,639,484 shares of the Registrant's
Common Stock outstanding.


<PAGE>


Item 1.  DESCRIPTION OF BUSINESS

     SDC International, Inc., (hereinafter referred to as the
"Company") is a Delaware corporation formed in June, 1994 to
market, sell, and finance Eastern and Central European
industrial products such as diesel generators, co-generation
equipment, electric metering systems, on/off-road trucks,
tractors, and transport equipment such as buses, trolleys,
trams, and airfreight containers.

     The Company currently acts as an exclusive distributor of
Skoda engines in North, South and Central America, under an
exclusive license from Skoda Interdiesel, a.s. ("Skoda").
Skoda products are principally piston combustion diesel, gas,
and bio-gas engines whose applications include locomotive and
stationary engines for the generation and co-generation of
electric power and complete energy for a variety of purposes.
In April 1997, the Company acquired by merger the Panamanian
company representing TATRA, a Czech truck manufacturer with ISO
certification, to market and sell TATRA products in South and
Central America.  In August 1997, the Company became the
exclusive North and South American distributor of Metal Kraft,
a.s., a Czech manufacturer of metal pallets and containers
whose customers include Mercedes Benz, BMW, and Volkswagen, and
which, beginning in 1997, offers a line of airfreight cargo
containers.

     Together with soliciting purchasers of its products, the
Company's technical personnel work closely with the potential
distributors as well as with end users, their engineers, and
consultants to design or select the appropriate product to
best address specific needs.  The Company is the intermediary
between the factories and the customers, facilitates the
delivery of the equipment by processing the necessary
documentation involved in the importation of the products,
arranges customer financing and leasing of the products, and
arranges for proper service and technical support needed for
the product's operation.

SKODA INTERDIESEL, a.s.

     The Company sells a broad range of engines in several
sizes and capacities.  The Company's sales of such engines in
fiscal 1997 amounted to $1,101,000.  The Company's products
have application in several markets including electrical power

<PAGE>

production and co-generation systems, locomotive engines, pump
stations, direct drives for industrial engines, oil and gas
drilling equipment, and complete power systems for use in
hospitals, factories, commercial and governmental facilities.
The products manufactured by Skoda and marketed by the Company
are especially important in the lesser developed countries
seeking to build infrastructure sufficient to support economic
growth and development.

     The Company entered into an exclusive agency agreement
with Skoda dated April 21, 1994 under which it is appointed as
Skoda's exclusive agent in North, Central and South America for
the marketing and sale of products of Skoda.  The agreement
provides that for the agreement to be not cancellable by Skoda,
sales made within the foregoing territory shall be at least
$15,000,000 per year by the close of the sixth year after
execution of the agreement.

     Skoda, a manufacturer of heavy industrial engines and
machinery, was formed in Czechoslovakia in 1899, and is one of
the founding shareholders of the Company.  Until recently
privatized, Skoda was owned and controlled by the State and,
from 1945, when Czechoslovakia came under control of Russia and
the Communist Party, Skoda's products were made and distributed
primarily into communist-controlled countries in Eastern Europe
and the U.S.S.R.

     Despite its domination and control by the Communists after
World War II, and through its privatization in 1991, Skoda has
maintained a high standard of technical expertise and design in
its product line. The emerging markets, especially those within
Central and South America, areas of SDC's primary marketing
concentration, seek electrical power systems, generating and
co-generating equipment as that offered by SDC, and SDC
believes it will remain competitive so long as its production
wage rates remain stable relative to those of its competitors,
whose production rates are much higher.  Products of the
Company match the technical expertise and versatility of
competitors, while offering substantially lower costs.  The
Company's products meet all known regulations in the areas of
its sales.

<PAGE>


TATRA, a.s.

The Company is the exclusive distributor for TATRA vehicles,
accessories and spare parts for Colombia with the right of
first refusal to become the exclusive distributor for other
countries of South and Central America.  The Company became the
exclusive distributor for TATRA through the merger into the
Company of Golden Grove Business, Inc., which has held the
exclusive rights beginning May 18, 1995.

     TATRA, a.s., is a Czech manufacturer of on/off-road heavy
duty trucks.  The factory was founded in 1850 and in 1898 the
first truck carrying 2.5 tons of payload was manufactured.  The
factory continued development and innovations of its vehicle
and today produces a truck with the an air cooled diesel engine
and a solid central backbone tube with swing half axles, both
features being unique features of the TATRA truck.  The TATRA
design enables quicker passage over rough terrain with
significantly less vibration than that from more orthodox
designs.  The swing half axles together with the central
backbone tube system create a stable base for a superstructure
resistant to side oscillation.  The trucks are offered in 4 by
4, 6 by 6, and 8 by 8 configurations with a turbocharged eight
cylinder diesel engine with air-to-air intercooler.  Engines
are manufactured by TATRA, Deutz, or Cummins Diesel.  The
transmission is mechanical with a pneumatic gear shift booster,
ten forward and two reverse speeds of the TATRA design.  TATRA
has ISO 9000 certification and TATRA trucks meet all EURO II
regulations.

     During TATRA's peak production years of the 1980's and
early 1990's, the factory produced over 17,000 vehicles per
year.  At present, TATRA produces about 3,000 vehicles
annually, which is an increase from the lowest production year
of 1995 when 2,000 trucks were produced.  Historically, TATRA
sold their products domestically and exported to China, the
former Soviet Union, and Europe.  The decrease in sales was
attributed to the downturn in the economy and essentially lower
demand for new trucks in the former Soviet Union and Eastern
Europe, all due to the fall of the state's Communist economy
and political system.

     The TATRA factory has been struggling with a lack of
operating capital for several years and is burdened with bank
credits of more than US$120,000,000.  TATRA revenues in 1997
are projected to be US$240,000,000 compared to US$120,000,000
in 1996.  TATRA reported a loss of US$30,000,000 in 1996 and
expects no loss or a slight profit for 1997.  This financial

<PAGE>

situation is similar to that of most other East European
manufacturers who have had to reorganize to market their
products to new markets and customers after the disintegration
of the Communist economic system..

     On May 18, 1995, Golden Grove Business, Inc., ("GGB")
executed an agreement with TATRA to become an exclusive
distributor of TATRA vehicles, accessories and spare parts in
Colombia with the right of first refusal to become the
exclusive distributor for other countries in Central and South
America.  Late in 1995, GGB purchased two TATRA trucks to
perform marketing tests and technical performance tests in
Colombia.  GGB obtained all necessary certifications and
appropriate homologation to sell TATRA vehicles in Columbia.
Tests were completed in March 1996 and the results were then
submitted to the manufacturer.  Tests confirmed the vehicles to
be marketable and suitable for sale in Colombia.

     In February 1996 GGB entered into a non-exclusive
dealership agreement with MAQUIAUTOS, Ltd., a construction
equipment dealer in Bogota, Colombia, to sell and service TATRA
trucks in Colombia.  In July 1996, GGB, TATRA, and MAQUIAUTOS
jointly exhibited five TATRA vehicles, including a race truck
which won the Paris-Dakar Race in 1995, in one of the largest
international exhibitions in Bogota, "XI Feria Internacional de
Bogota".  After the exhibition, the trucks were further used
for demonstrations to potential customers and, thereafter, all
were sold.

     In the beginning of 1997, GGB and the Company entered into
an agreement providing for the merger of GGB into the Company.
The merger closed beginning on April 24, 1997.  Following the
merger, the Company has concentrated its efforts on arranging
capital to properly fund sales and marketing of TATRA products.


Metall Kraft, s.r.o.

     On August 21, 1997, the Company executed an exclusive
agreement with Metall Kraft, s.r.o., a Czech manufacturer
producing metal pallets, warehouse transportation equipment,
and transport cargo containers, to market and sell all such
products in North, Central and South America.

     Through privatization, the current owners of Metall Kraft
purchased in 1994 the company CSAO, a state owned company which
for several decades produced automobile and truck bodies,
repaired truck bodies and maintained a metal fabrication

<PAGE>

facility. During the same year, the company changed its name
from CSAO to Metall Kraft and began manufacturing metal
transport containers and pallets for customers such as Mercedes
Benz, BMW, Volkswagen-Skoda and Nedcar.  Shortly thereafter,
Metall Kraft added the manufacturing, assembly and installation
of warehouse storage and conveyor systems for manufacturing
facilities.  The Metall Kraft facility is slightly more than
300,000 square feet located in an industrial zone in the
southern region of the Czech Republic.  Metall Kraft employs
150 workers and holds manufacturing quality certificate type
CZ-10200.


General

The Company is dependant upon certain foreign suppliers for its
products.  As such, the Company faces risk of the inability to
obtain products in the event of production problems at these
suppliers due to labor problems, governmental regulations,
working capital deficiencies, political unrest and other
problems which may result in the inability of these suppliers
to fulfill orders of the Company and over which the Company has
no control.  In the event these suppliers were unable to
fulfill the Company's orders, it might have to suspend its
business until such supply problems were corrected by the
supplier or until alternative suppliers were located, none of
which can be assured.  Additionally, although the Company pays
its suppliers in U.S. Dollars, currency fluctuations may
adversely affect the prices charged by the Company.  The
Company's sales are made in U.S. Dollars but currency
fluctuations may make its prices non-competitive to its
customers.

     There is also the potential for political instability in
the Czech Republic which may result in a loss of the Company's
assets located there.

     The Company was formed in 1994 by Skoda Diesel, Double
Seal Ring Company, Inc., and Worth Capital Group (since renamed
WCG Holdings, Inc.) with the view toward introducing and
marketing the Skoda line of engines and related products in the
area of its exclusive license and, also, globally, where it
holds non-exclusive agency rights.  Skoda, with a long history
of quality manufacturing and technical expertise, combined with
Double Seal Ring Company, a U.S. manufacturer of industrial
piston rings which are important components of all diesel/gas
engines, and Worth Capital Group, whose business involves
international consulting in the areas of marketing and

<PAGE>

financing to form SDC International, Inc.

     Skoda Diesel, a.s., founded in 1899 in the Czechoslovakia
and whose operations are now known as Skoda Interdiesel, a.s.,
has produced hundreds of diesel locomotives and thousands of
diesel and gas engines.  Its products meet or exceed the most
demanding technical requirements.  Among the shareholders of
Skoda Diesel is Skoda Plzen, a.s., one of the largest producers
of steam and turbine generating systems in the world.  With
Skoda's impressive lineage and with the reputation of the Czech
Republic as one of the foremost industrial nations of the
world, the Company's sales efforts are greatly enhanced.

     Double Seal Ring Company, Inc., is a privately held Texas
manufacturer of industrial piston rings.  For more than eighty
years, Double Seal has worked with and supplied its products to
global manufacturers and rebuilders in the diesel and gas
engine marketplace.  Its customers include many of the major
U.S. industrial, co-generation facility and international
petroleum corporations.  The company will be well served in its
sales efforts by having Double Seal's reputation and long
standing contacts within the diesel marketplace.

     WCG Holdings, Inc., was incorporated in Texas in January
1990.  It is a financial and technical services company with
experience in petrochemical, natural gas, steel facilities and
in international trading.  More importantly, WCG and its
affiliates have conducted business in more than thirty nations
and have worked with many of the world's largest industrial
corporations.  Finally, WCG has had dealings with and has
participated in projects in conjunction with the World Bank,
the Inter-American Development Bank, the European Bank for
Reconstruction and Development, the Asia Development Bank, and
others, and has been registered with the World Bank system.

     Upon its organization, the Company acquired in exchange
for 448,350 shares of its common stock (representing
approximately 21% of the then outstanding shares) several
hundred items of machinery and equipment which is utilized in
the Skoda factory in Prague, Czech Republic, in the manufacture
of diesel and gas powered generating systems.  See "Item 4 -
Properties".  Accordingly, approximately 85% of the Company's
assets are located in the Czech Republic with the balance in
the United States.  It is anticipated that most revenues will
result from sales to customers in North, Central and South
America.

<PAGE>

Item 2.  DESCRIPTION OF PROPERTY

     The Company has its primary offices at 2701 West Oakland
Park Boulevard, Ft. Lauderdale, Florida 33311, where sales and
marketing functions are performed.  The offices are inside a
40,000 square foot facility owned by an unrelated party.  The
executive office of the Company is located in Palm Beach,
Florida.  In Bolivia, the Company, through Skobol, s.a.
occupies a 6,000 square foot facility owned by an unrelated
party.  The annual office rental payments of the company total
approximately $60,000, and are on a month to month basis.

     The machinery and equipment of the Company consists of
several hundred pieces of production machines, tools, and
fixtures, ranging from tables to large scale milling and
grinding systems.  All machinery and equipment is located
within the Skoda Interdiesel factory in the Czech Republic and
is in good working condition.  A full listing of the machinery
and equipment is included in the Exhibits to the Company's
Registration Statement on Form 10-SB.

     The Company believes that its existing offices and related
facilities are adequate for the foreseeable future and that,
depending on additional products and sales, similar and/or
additional offices and locations can be acquired on reasonable
terms.


Item 3.   LEGAL PROCEEDINGS

          None


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

       The Company did not submit any matters to a vote of the
security holders during its fiscal year ending August 31, 1997.


                            PART II


Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

          The Company's Common Stock was approved on July 29,
1996 by the National Association of Securities Dealers (NASD)

<PAGE>

for trading on the Over-the-Counter Bulletin Board system.
The following table sets forth representative high closing ask
and low closing bid quotes as reported by a market maker,
during the period from July 29, 1996 through September 30,
1997.  Bid quotations reflect prices between dealers, do not
include resale mark-ups, mark-downs or other fees or
commissions, and does not necessarily represent actual
transactions.

<TABLE>
<CAPTION>

    Calendar period               Low bid    High ask
<S>                               <C>        <C>
July, 1996 - September, 1997       $3.00      $5.25
October, 1996 - December, 1996      2.00       5.75
January, 1997 - March, 1997         1.00       4.12
April, 1997 - June, 1997            1.25       3.625
July, 1997 - September, 1997        1.50       3.75

</TABLE>

    As of August 31, 1997, there were approximately 280 holders
of record of the Company's Common Stock, although the Company
believes that there are approximately 100 additional beneficial
owners of shares of Common Stock held in street name.  As of
August 31, 1997, the number of shares of Common Stock
outstanding of the Company was 2,639,484.

     The Company has paid no dividends and has no present plan
to pay dividends.  Payment of future dividends will be
determined from time to time by its board of directors, based
upon its future earnings (if any), financial condition, capital
requirements and other factors.  The Company is not presently
subject to any contractual or similar restriction on its
present or future ability to pay such dividends.



Item 6.   MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 1997 AS COMPARED TO THE YEAR
             ENDED AUGUST 31, 1996

     During most of fiscal year ending August, 1997, the
Company continued with its development plans.  Orders shipped
amounted to just over $1,100,000.  To date, the Company's sales
relate to those products which are large electrical generating
sets which take several months to produce and assemble.  The
Company records revenue when products are shipped.  Two such
orders were delivered during the year.  Management believes
sales and deliveries will continue to be sporadic until a more
steady flow of orders exist.

<PAGE>

     The Company consumated a merger with the Panamanian
company Golden Grove Business ("GGB"), which was the Central
and South American distributor for Czech heavy-duty truck
manufacturer TATRA.  The merger agreement provided for the
acquisition of one-hundred percent of the outstanding shares of
GGB to be acquired by the Company for 48,000 shares of
restricted common stock of the Company, along with the
investment of approximately $120,000 into GGB.  Additionally,
the president of GGB became the Executive Vice President and a
Director of the Company.  TATRA, a.s., is a Czech manufacturer
of on/off-road heavy duty trucks.  The factory was founded in
1850 and in 1898 the first truck was manufactured.  The factory
continued development and innovations of its vehicle and today
produces a truck with the an air cooled diesel engine and a
solid central backbone tube with swing half axles, both
features being unique features of the TATRA truck.  Engines are
manufactured by TATRA, Deutz, or Cummins Diesel.  TATRA has ISO
9000 certification and TATRA trucks meet all EURO II
regulations.

During the fourth quarter of 1997, the Company established a
division known as SDC - Prague, s.r.o., in the Czech Republic.
SDC Prague plans to market and sell electrical generating and
co-generating equipment using the components of East European
manufacturers.

By the close of the fiscal year, a final agreement had been
executed with Metall Kraft, Ltd., a Czech manufacturer which
provides containers for Mercedes Benz, Volvo, BMW and other
well known companies.  The agreement establishes the Company
as the exclusive distributor for Metall Kraft's newly licenses
airfreight cargo containers for all airline companies in North
and South America.

During the final month of fiscal 1997, the Company executed an
acquisition agreement with Czech trading company Motokov
International which provided for the Company's acquisition of
the Motokov subsidiary in Bolivia, Skobol, s.a.  Skobol is a
thirty-seven year old distributor of Czech products within
Bolivia, and the Company plans to use this subsidiary as its
base to expand throughout that region of South America with the
other Czech products offered by the Company.  The acquisition
is to close on or before November 18, 1997.

The Company has temporarily suspended its plans to sell and

<PAGE>

finance inventories of Slovakian manufacturer Krizik, a.s.  In
order to proceed with such sales and financing activities, the
Company needs to arrange additional financing.  In the
meantime, management has pursued other opportunities which may
result in more immediate benefit to the Company.  The Company
began a Regulation D Rule 505 offering of its common stock
during 1997 which provides for raising of an additional
$750,000 maximum for the Company.  The Five Year Growth Plan
was completed in August 1997 and management is exploring
different sources of additional capital and reviewing different
methods of obtaining additional capital for the Company in
order to execute its five year plan.

Market research continued and lists of potential distributors
for the Company's products were compiled and studied by
management.  Updated industry reports from various United
States Embassies were received and reviewed.  Marketing
brochures were prepared and distributed and technical workshops
were held at the factory of Skoda Interdiesel in Prague, Czech
Republic.  The Board of Directors studied proposals and
opportunities for multilateral product trading of industrial
and consumer products between Eastern Europe, United States and
South America.  Samples of the Company's products were sent to
several locations.

     The Company discussed at considerable length the
possibility of acquiring Skoda Interdiesel's operations and
negotiations are continuing.  Management and shareholder
control of Skoda Diesel changed in 1996, and the Company
believes that if an acquisition can be made on terms favorable
to the Company, any potential negative effects of the
management and shareholder changes of 1996 will be eliminated
and the Company could exert total control over this supplier.
Management continues to work closely with the management in
place at Skoda Interdiesel and relationships with most of the
continuing management remain very good.  Discussions continue
with two other East European manufacturers of industrial
products which should be synergistic with the Company's present
products and markets.  Overall, fiscal year 1997 was again less
than expected regarding sales and revenues, but fiscal 1997 was
much more than expected in terms of furthering market and
product development activities of the Company.

     There can be no assurances that any of the matters
discussed above will come to fruition or will result in
positive results for the Company.

     Operating expenses for 1997 were more than in operating

<PAGE>

year of 1996 due primarily to the expansion of management and
the development of additional product lines needed in order to
enhance future growth and revenues of the Company.  Expense
categories such as legal, accounting, travel, and costs and
expenses for securities matters increased due to the fact that
the Company is a fully reporting 12 (g) company, due to the
planned acquisition of new product lines, the acquisition of
the TATRA distributor GGB, the planned acquisition of Skobol,
s.a., and, also, due to the extensive discussions and
negotiations in the Czech Republic regarding the possible
acquisition of Skoda Interdiesel.

     Total expenses were $874,384 in 1996 and $1,183,940 in
1997, which indicates an increase of $309,556.  However,
depreciation and amortization and equipment related write-offs
increase in 1997 over 1996 was $455,774.  Non-cash expense
items as depreciation and amortization, the writedown/loss on
disposal of machinery and equipment values, and the payment for
additional consulting services accounted for more than sixty-
five percent (65%) of the expenses for 1997. During the fourth
quarter of 1997, expenses increased due to the increased
activity level of corporate and product acquisition plans and
related activities.  The Company's net loss of $1,203,099 for
the year ended August 31, 1997 includes certain non-cash
charges as follows:

        Depreciation and Amortization        $ 450,129
        Issuance of common stock as
          consideration of services            171,250
        Loss on disposal of assets             437,088
                                             __________
        TOTAL NON-CASH CHARGES               $1,058,467

Accordingly, the Company's cash loss before the above charges
amounted to approximately $144,632.


LIQUIDITY AND CAPITAL RESOURCES
 
Net cash used for the Company's operating activities for the
fiscal year 1997 amounted to $105,436 whereas the net cash used
for operating activities for 1996 amounted to $216,866.  Net cash
provided (+) by financing activities in 1997 was $180,984 compared
to $510,542 in 1996.  Net cash used (-) for investing activities
in 1997 was $60,349 compared to $343,353 in 1996.  Therefore,
total cash (restricted and non-restricted) at the end of the year
1997 was $346,131 compared to $80,932 for 1996.  The Company has
two bank lines of credit which provide short-term borrowings up
to $220,000.  Interest on advances is payable quarterly at a fixed
rate of 4.32%  The lines of credit expire October 19, 1997.  The

<PAGE>

outstanding balance was $215,000 as of August 31, 1997.  The lines
of credit are secured by a certificate of deposit amounting to
$250,000.  During October 1997, such lines of credit were repaid.

Management is evaluating its current and projected cash needs
to determine if its current financial situation will be sufficient
to meet such needs.  If the Company continues according to its
present plans and without modification, the Company will be
required to obtain additional financing or equity capital.
Management is actively exploring possible sources of additional
capital and is reviewing possible methods to obtain such
additional capital, as needed.  There is no assurance that such
financing or capital will be available.  The Company had positive
working capital as of August 31, 1997, of $37,614.  However,
approximately $40,514 of the liabilities of the Company were due
to founding shareholders.  With considering this liability as
being non-current, the Company would have a positive working
capital of approximately $78,128.

Negative cash flows from the Company's operating activities are
anticipated to continue until the Company has established its
distributors within its sales territories, has received and
shipped orders, and has collected payment for such orders.  The
Company may encounter difficulties in financing the purchase of
inventory necessary to complete orders. The Company acknowledges
that there can be no assurance that it will be able to obtain
capital or financing until the time of such payment is received or
that such capital or financing will be available.  In the event
the Company is unable to provide needed revenues to finance its
ongoing operations or if the Company does not receive additional
capital, there could be a severe adverse impact on the Company's
future operations.

On February 24, 1997, the Company commenced and privately offered
a second private placement memorandum pursuant to Rule 505 of
Regulation D, on a best efforts basis, of no more than 500,000
shares of common stock in a ninety-day period (before extensions)
of its $0.001 par value common stock at a price of $1.50 per share
before deducting commissions and non-accountable expenses.  These
expenses aggregate up to 13% of the gross offering price which is
payable by the Company to members of the NASD, financial advisors,
purchaser representatives, and individuals legally entitled to
receive such commissions.  During the year ended August 31, 1997,
the Company sold an aggregate of 190,119 shares.

On September 5, 1997, the Company established a Non-Qualified
Stock Option Plan ("The Plan") pursuant to which 750,000 shares of
common stock are reserved for issuance.  The option price per
share shall be determined by the Board of Directors at the time

<PAGE>

any options are granted.  The Plan is designed to serve as an
incentive for retaining qualified and competent persons who are
key employees, consultants, representatives, officers and
directors of the corporation.  As of August 31, 1997, no options
had been granted.

On October 10, 1997, the Company signed a Letter of Intent with
an underwriter to proceed on a "Firm Commitment" basis with a
secondary offering of the Company's common stock and redeemable
warrants ("the Warrants").  The Company plans to offer 1,000,000
shares of common stock and 1,000,000 warrants.  The 1,000,000
shares and warrants will be offered to the public at a price of
$6.00 per share and $0.125 per warrant, respectively.  The total
gross offering amounts to $6,125,000.  The Company, if necessary,
will effect a reverse stock split in order to complete the
secondary offering at a price of at least $6.00 per share.  Each
warrant, which is redeemable within 60 months, entitles the holder
thereof to purchase one share of common stock at 120% of the
offering price of common shares.  The warrant may be redeemed by
the Company at $0.10 each after the common shares have traded at
150% of the offering price of common shares for ten consecutive
days.

The Company's products are sold in US dollars and the Company does
not believe currency exchange rates or current inflation rates
will have a significant effect on sales or profitability.


Item 7.  FINANCIAL STATEMENTS

         Please see the attached Financial Statements


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

         None



                            PART III


Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
          EXCHANGE ACT

    The Directors, Executive Officers, Promoters, and Control
Persons of the Company, with a brief description, are as
follows:


<PAGE>

     Name                Age            Position

Ronald A. Adams           46            President and Director

Henry S. Green, Jr.       65            Secretary and Director


Each director was originally elected in 1994.  All directors
hold office until the next annual meeting of stockholders or
until their successors are elected and qualify.  Vacancies on
the Board of Directors may be filled by the remaining
directors.  Officers are elected annually, and serve at the
discretion of the Board of Directors.  There are no family
relationships between or among any officers or directors of the
Company.

Ronald A. Adams is the President and a Director of the Company.
From 1986 through 1996, he served as President of Worth Capital
Group and as Financial Advisor to Double Seal Ring Company and,
from 1994 to 1996, as Financial Advisor to Skoda Diesel, both
entities being among the founding shareholders of the Company.
He has been involved in providing financial and trade services
to a variety of clients within the United States, Caribbean,
Bulgaria and Czech Republic.  For the 14 years prior to 1986,
Mr. Adams was Chief Executive Officer of Haltom Manufacturing
Company, engaged in manufacturing of corporate recognition
items.  He attended the University of Oklahoma and graduated
from Texas Christian University, where he performed post-
graduate studies.  Mr. Adams devotes substantially all of his
business time to the Company.

Henry S. Green, Jr., is the Secretary of the Company.  Mr.
Green is the President of Double Seal Ring Company where he has
been employed since 1955.  The company, founded in 1931,
manufactures industrial piston rings as those used in diesel
and gas generating sets, which is the product of Skoda and the
Company.  He is a graduate of the Business Administration
School at Oklahoma State University and attended the United
States Naval Command School.

     Due to business relationships between the Company, Skoda,
and Double Seal, of which two directors of the Company are
officers, there may be potential for conflict of interest.
The Company is aware of such potential and believes that any
transactions resulting from these relationships would be on
terms similar to those available from outside parties.

<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Exchange Act requires the Company's
officers and directors, and persons who beneficially own more
than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in
ownership with the SEC.  Officers, directors and greater than
10% shareholders are required by Exchange Act regulations to
furnish the Company with copies of all Section 16(a) forms they
file.

     Based solely on its review of the copies of such forms
received by it, or written representations from certain
reporting persons that no Form 5 was required for such persons,
the Company believes that, other than as disclosed below,
during the fiscal year ending August 31, 1997, all filing
requirements applicable to officers, directors and greater than
10% beneficial owners were complied with.



Item 10.  EXECUTIVE COMPENSATION

     The Company's President received compensation solely in
the form of management fees amounting to $72,000 during the
fiscal year.  There is no other plan or non-plan executive
compensation paid and there is no contract for payment of
salary to any person.  There is no directors' compensation.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

     The following table contains information as of August
31, 1997, as to the number of Shares of Common Stock which is
beneficially owned by (i) each person or entity known by the
Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each person who is a Director of the
Company, and (iii) all persons as a group who are Directors
and Officers of the Company, and as to the percentage of the
outstanding Shares held by said individuals or entities. There
is only one class of security of the Company, Common Stock.

<PAGE>

<TABLE>
<CAPTION>

Title of Class:  Common Equity Shares
Name and Address            Number of Shares         Percentage
<S>                         <C>                      <C>

Skoda Interdiesel, a.s.
Krizova 1018
150 05 Praha 5
Czech Republic                   500,000                18.94

WCG Holdings, Inc.
1530 N. Lake Way
Palm Beach, FL  33480            500,000                18.94

Double Seal Ring Company, Inc.
2065 Montgomery Street
Fort Worth, TX 76107             400,000                15.15

Ronald A. Adams (2)              500,000                18.94

Henry S. Green, Jr. (3)          400,000                15.15

All Officers & Directors
as a Group (2) and (3)           900,000                34.09

</TABLE>

Footnotes:

     (1) Based on 2,639,484 shares outstanding. Goes not
         include 40,000 Common Stock Purchase Warrants
         outstanding.

     (2) Owned by WCG Holdings, Inc. Mr. Ronald A. Adams,
         President of the Company, is an affiliate of WCG
         Holdings, Inc.

     (3) Owned by Double Seal Ring Company, Inc. and its two
         major shareholders.  Mr. Henry S. Green, Jr.,
         Secretary of the Company, is an affiliate of Double
         Seal Ring Company, Inc.




Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In September 1994, the Company issued 1,400,000 shares of
its Common Stock to its founding shareholders.  Of the total
1,400,000 shares issued, 500,000 and 400,000 shares were issued
to WCG Holdings, Inc. and Double Seal Ring Company, Inc. and
were valued at par value of $.001 per share.  Also during

<PAGE>

September 1994, pursuant to the founding shareholders'
agreement, Skoda contributed machinery and equipment with an
independently certified appraised value of $4,469,064 in
exchange for 448,350 shares of the Company's common stock
($9.97 per share).  Additionally, effective April 21, 1994, the
Company executed an exclusive agency agreement with Skoda,
pursuant to which the Company obtained the right to act as
Skoda's exclusive agent in North, Central and South America,
and as a non-exclusive agent throughout the remainder of the
world.  In consideration of these rights, the Company issued
51,650 shares of its common stock to Skoda Diesel, a.s. ($1.25
per share).

     The Company has made secured and unsecured short-term
loans at various terms amounting to $89,500 to non-affiliated
entities of which one of the Company's minority shareholders is
an officer and shareholder.  Said minority shareholder is not
an officer or director of the Company.  Each of said loans have
been paid in full.

     The Company has purchased items from Double Seal Ring
Company, a shareholder, and has sold these items to Skoda
Diesel, also a shareholder.  Such transactions were less than
$50,000, and a gross profit was made by the Company.  The
Company believes that the costs and prices for such transac-
tions were the same as those which would be afforded to non-
related parties, and that all transactions were at arms-length.

     For the year ended August 31, 1997, the Company recorded
$72,000 for management fees to the Company's President.  The
Company's President has served as a Financial Advisor to Skoda
and Double Seal, and is a 50% beneficial shareholder of WCG
Holdings, Inc.  The Company's President has loaned $93,050 to
the Company which is non-interest bearing and due on demand.
The balance due as of August 31, 1997 is $27,036.

     Effective January 1, 1997, the Company rents its executive
office on a month-to-month basis from its President with
monthly payments amounting to $3,000.



Item 13.  FINANCIAL STATEMENTS AND EXHIBITS


     (a) Please see the attached Financial Statements

     (b) Exhibits: (filed with original filing)

         (1)  (Articles) Certificate of Incorporation -
              incorporated by reference into Exhibit 15 (b)(1)
              on Registrant's Form 10SB file number 0-27520.

<PAGE>

         (2)  By-Laws of the Company - incorporated by
              reference into Exhibit 15 (b) (2) on Registrant's
              Form 10SB file number 0-27520.

         (3)  Material Contracts

            (a) Shareholder Agreement - incorporated by
                reference into Exhibit 15 (b) (4) (a) on
                Registrant's Form 10SB file number 0-27520.

                (i) "Expert's Opinion-
                     Certified Appraisal - incorporated by
                     reference into Exhibit 15 (b) (4) (a) (i)
                     on Registrant's Form 10SB file number 0-
                     27520.

                (ii) Bill of Sale and Transfer - incorporated
                     by reference into Exhibit 15 (b) (4) (a)
                     (ii) on Registrant's Form 10SB file number
                     0-27520.

            (b) Exclusive Agency Agreement - incorporated by
                reference into Exhibit 15 (b) (4) (b) on
                Registrant's Form 10SB file number 0-27520.

            (c) Agreement to Merge Golden Grove Business, Inc.
                into SDC International, Inc., dated January
                31, 1997 between SDC International, Inc., and
                Golden Grove Business, Inc.

            (d) Exclusive Agency Agreement dated August 21,
                1997, between Metall Kraft, s.r.o., and SDC
                International, Inc.

            (e) Purchase and Sale Agreement dated 18th day of
                November, 1997 between SDC International, Inc.
                and Motokov International, joint stock company.

<PAGE>

                             SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this request to be signed on its behalf by the undersigned,
thereto duly authorized.

                                        SDC International, Inc.
                                            (Registrant)


Date:  Dec. 15, 1997                    By:/s/Ronald A. Adams
                                           Ronald A. Adams, President


        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.



Date:  Dec. 15, 1997                    /s/Ronald A. Adams
                                        Ronald A. Adams, Director
                                        and President (Principal
                                        Executive Officer and
                                        Principal Financial Officer)



Date:  Dec. 15, 1997                    /s/Henry S. Green, Jr.
                                        Henry S. Green, Director