U.S. SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON D.C. 20549

                           FORM 10-Q

                     Quarterly Report Under
               the Securities Exchange Act of 1934

               For Quarter ended: March 31, 1997

                 Commission File Number:0-24590

                     SDT Holding Corporation
(Exact name of small business issuer as specified in its charter)

                            Colorado
  (State or other jurisdiction or incorporation or organization)

                           84-1275559
                (IRS Employer Identification No.)

                          1 Stoke Road
                           Guildford
                        Surrey, England
             (Address of principal executive offices)

                            GU1 4HW
                           (Zip Code)

                       +44 1483 458300
                  (Issuer's Telephone Number)

               2851 South Parker Road, Suite 720
                     Aurora, Colorado 80014
      (Former name, former address and former fiscal year,
                  if changed since last report)


Check whether the issuer (1) 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 the
registrant was required to file such reports), and (2) has been
subject to such filing requirements of the past 90 days:
Yes   ___X____, No________.

The number of shares of the registrant's only class of common stock
issued and outstanding, as of March 31, 1997, was 22,000,000
shares.





<PAGE>
                             PART 1

ITEM 1.     FINANCIAL STATEMENTS

The unaudited financial statements for the nine month period ended
March 31, 1997, attached hereto.  European Business Group (UK) Plc,
the entity which engaged in the "reverse merger" with the Company
effective October 31, 1996, was not formed until August 1995.  As
a result, comparison figures are not available from the years prior
to that time.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Financial Statements and notes thereto included herein.

SDT Holding Corporation (the "Company"), is a company incorporated
pursuant to the laws of the State of Colorado on June 21, 1990. 
The Company did not undertake any business activities relevant
thereto and in October 1996, the Company successfully completed a
"reverse merger" with European Business Group (UK) Plc, an English
corporation ("EBG").  The Company's principal business activities
are now within the leasing and billboard business.  These
businesses deal mainly with (i) hire-purchase agreements for marine
sea containers, and (ii) license rights to billboards.

Overview

SDT Holding Corp. is a holding company which conducts it operations
through its 100% owned UK subsidiary, EBG, which in turn operates
through 15 wholly owned subsidiaries.  The Company's business is as
described in the Financial Statements under notes 1 and 2 and
incorporated herein as if set forth.

EBG came into existence in August 1995 as a result of a merger
between two independent businesses.  Therefore comparison figures
are not available for the periods prior to the merger.

The following financial information and discussion covers the
results of the three month period from January 1, 1997 to March 31,
1997.  The result of operations compares with a similar period for
EBG prior to the reverse merger.  As EBG had not prepared quarterly
reports before October 1996, the comparative figures have been
extracted from the accounting material available and are the only
figures available.

Comparison of Results of Operations for the three months ended
March 31, 1997 and 1996

Revenues for the three month period ended March 31, 1997 were in 
pounds sterling 13,908,000.00, which is an increase of Pounds
5,908,000 compared to revenues for the similar period from 1996. 
The result

                                                                2

<PAGE>

is an increase in revenues of 74% pre-tax for the three months
ended March 31, 1997.  This increase in revenue was as a result of
sales of license rights.  The increase in net-profitability pre-tax
was 15% and the net result after tax increased by 50%.

During the three month period ended March 31, 1997, cost of sales
remained relatively constant apart from acquisitions of license
rights which have distorted the three month figures.  In 1997, cost
of sales was Pounds 10,568,000 compared to Pounds 4,775,000 for the
similar period in 1996, an increase of approximately 121% due
primarily to costs associated with the Company's increased
revenues.  Selling, general and administrative expenses decreased
from Pounds 737,000 to Pounds 530,000 for the three month period
ended March 31, 1997, a decrease of approximately 28% due to fewer
legal, professional and consultancy charges.  Management believes
the Company's business will continue to expand and increase, but in
management's opinion the administrative apparatus of the business
is in place and it should not be necessary to increase staff
substantially in the future as present staff should be able to cope
with increasing demand.

Comparison of Results of Operations for the nine months ended March
31, 1997 and 1996

Revenues for the nine month period ended March 31, 1997 were in
pounds sterling 29,908,000.00, which is an increase of Pounds
11,908,000 compared to revenues for the similar period from 1996. 
The result is an increase in revenues of 66% pre-tax for the nine
months ended March 31, 1997.  The increase in net-profitability
pre-tax was 53% and the net result after tax increased by 88%.  The
increase in revenue is primarily due to sale of license rights and
the fact that the Company's subsidiary, Lupa Marine (UK) Ltd., was
only purchased in September 1995; hence, the nine month period
ended March 31, 1996 only includes six months of that subsidiary's
revenues.

During the nine month period ended March 31, 1997, cost of sales
remained relatively constant apart from acquisitions of license
rights which have distorted the nine month figures.  In 1997, cost
of sales was Pounds 21,268,000 compared to Pounds 11,775,000 for
the similar period in 1996, an increase of approximately 81% due
primarily to costs associated with the Company's increased
revenues.  Selling, general and administrative expenses for the
nine month period ended March 31, 1997, remained relatively
constant.  Management believes the Company's business will continue
to expand and increase, but in management's opinion the
administrative apparatus of the business is in place and it should
not be necessary to increase staff substantially in the future as
present staff should be able to cope with increasing demand.

Liquidity and Capital Resources

As a result of the refinancing of Pounds 3,000,000 from London
Trust Bank on April 10, 1997, as described below, there was a net
cash flow of

                                                                3

<PAGE>

Pounds 900,000 to be utilized for working capital.  No decision has
yet been made upon the utilization of the Pounds 5,000,000 loan as
yet.

As of the date of this report, the Company finances its operation
primarily from the annual proceeds and revenue of its business.  At
August 31, 1996, the Company had loans outstanding of Pounds 10
million in respect of the acquisition of subsidiary undertakings,
including the following:

     Loan for the purchase of
           Lupa Marine (UK) Ltd                Pounds  7,800,000
     Loan for the purchase of Industrial
           & Trade Consultants Ltd             Pounds  2,200,000
                                                     -----------
                                               Pounds 10,000,000
                                                     ===========
The original loan terms were:

The loan shall be repayable on demand and in any event not later
than 3 years from the date of the loan agreement.

     Date of Agreements   Name of Lender           Amount of Loan

     September 4, 1995    Holmes Finance Inc.  Pounds  2,200,000
     September 4, 1995    Stiedl Foundation    Pounds  7,800,000
                                                     -----------
                                               Pounds 10,000,000
                                                     ===========

Both lenders have stated that they will not seek repayment until
such time as the Company has surplus cash available.

On December 4, 1996, an agreement was entered into with Northbridge
Finance Ltd and Roseworth Financial Services Ltd whereby EBG
assigned an amount of Pounds 1,410,000 due to EBG by Nadelar
Business Corporation.  As consideration for the assignment, EBG was
released from its obligations under a loan agreement for Pounds 2
million.

Subsequent Events

On April 10, 1997, EBG entered into two loan agreements with London
Trust Bank Plc acting as agent for a proposed syndicate of banks
for Pounds 3 million and Pounds 5 million, respectively, for the
purpose of refinancing its acquisition of ITC Ltd (Pounds 2.2
million - see above).  The remainder is to be utilized for working
capital purposes.

Management has considered future cash flow from existing and
expected additional revenue and forecast that its obligations under
the agreements can be met.  The Pounds 3 million loan is to be
repaid in eight equal quarterly installments after the drawdown
date (expected to be on or about May 1, 1997).

The Pounds 5 million loan has similar terms but it is not expected
to be utilized unless the right investment opportunity arises.  As
a result of these loans, the Company does not foresee at present
any

                                                                4

<PAGE>

circumstances that would require it to raise any additional capital
in the market over the next 12 months.

Trends

The sales of the Company's products, particularly Hire Purchase /
Leasing products, have been on the increase over the past year and
seems to continue to increase.  At the same time, the UK businesses
are operating in the billboard market and are presently exploring
and developing opportunities for the billboard concept.  The
management is optimistic and believes that the turn-over related to
the billboard licenses will increase in the future and be more
dominant in the accounts where the hire-purchase/leasing business
has been the prime income producer up to now.  However, there can
be no assurances that the Company's billboard licensing business
will be profitable in the near future, or at all.

                  PART 11.  OTHER INFORMATION

ITEM 1.     Legal Proceedings - None

ITEM 2.     Changes in Securities - None

ITEM 3.     Defaults upon senior securities - None

ITEM 4.     Submission of matter to a vote of security holders -  
            None

ITEM 5.     Other information - Effective April 14, 1997, Carsten
            Iversen tendered his resignation as President of the
            Company and was replaced by Bjorn Stiedl.  Mr. Iversen
            continues to hold a position as a director of the
            Company.  In this connection, the Company was also    
            informed that an Indictment has been issued against Mr.
            Stiedl by the Danish Courts in connection with tax
            charges of Danish companies with which Mr. Stiedl was
            involved relating to deferred tax issues.  However, Mr.
            Stiedl denies any wrongdoing and intends to vigorously
            defend against these allegations.

ITEM 6.     Exhibits and Reports on Form 8-K

            (a)  Exhibits

                 EX-27   Financial Data Schedule

            (b)  Reports on Form 8-K 

                 None

                                                                5

<PAGE>

                           SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   SDT Holding Corporation
                                   (Registrant)

                                   Dated:   May 15, 1997



                                   By: s/Bjorn Stiedl            
                                      Bjorn Stiedl
                                      President


                                                                6

<PAGE>

<TABLE>

                                                SDT Holding Corp.


                                       Consolidated Balance Sheet
-----------------------------------------------------------------
<CAPTION>

March 31st                                1997           1996
-------------                          -----------    -----------
<S>                                    <C>            <C>
                                       Pounds '000    Pounds '000
Assets

Current Assets:
     Cash                                      121             26
     Accounts receivable - trade               299            114
     Accounts receivable - other             7,491          3,356
     Inventories - marine containers         8,588              0
     Current maturities of instalment
       contracts receivable                 25,281         21,192
     Prepaid expenses and other                167            163
                                       -----------    -----------
Total current assets                        41,947         24,851
                                       -----------    -----------
Property and equipment
     Marine containers                      42,996         39,393
     Office furniture and equipment            178            120
     Leasehold improvements                     55             50
     Vehicles                                   23              0
                                       -----------    -----------
                                            43,252         39,563

Less accumulated depreciation
     and amortisation                        1,978            600
                                       -----------    -----------
Property and equipment, net                 41,274         38,963
                                       -----------    -----------
Other assets:
     Installments contracts receivable,
       less current maturities             138,615         97,562
     License rights                         59,000         59,000
     Goodwill, net of accumulated
       amortisation of Pounds 78,848           793            853
     Other                                      37             37
                                       -----------    -----------
Total other assets                         198,445        157,452
                                       -----------    -----------
                                           281,666        221,266
                                       ===========    ===========

</TABLE>

                                                                7

<PAGE>

<TABLE>

                                                SDT Holding Corp.


                                       Consolidated Balance Sheet
-----------------------------------------------------------------
<CAPTION>

March 31st                                 1997          1996
-------------                          -----------    -----------
<S>                                    <C>            <C>
                                       Pounds '000    Pounds '000

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable - trade                  162            689
     Accounts payable - other                7,739         10,000
     Accruals and deferred income           19,013         16,333
     Taxes and other                         1,703          1,635
     Current portion of capital
        lease obligations                   13,585          8,423
                                       -----------    -----------
Total current liabilities                   42,202         37,080

Capital lease obligations,
   less current portion                    137,070         91,645
Accruals and deferred income                36,167         37,243     
Deferred income taxes                        5,194          1,668
                                       -----------    -----------
Total liabilities                          220,633        167,636
                                       -----------    -----------
Commitments

Stockholders' equity:
     Common stock - Pounds 1 shares;
       70,000,000 shares authorized
       and 59,050,000 shares issued         59,050         59,050
     Foreign currency translation
       adjustment                            3,000          1,200
     Accumulated deficit                    (1,017)        (6,620)
                                       -----------    -----------
Total stockholders' equity                  61,033         53,630
                                       -----------    -----------
                                           281,666        221,266
                                       ===========    ===========

</TABLE>

                                                                8

<PAGE>

<TABLE>

                                                SDT Holding Corp.


                             Consolidated Statement of Operations
-----------------------------------------------------------------
<CAPTION>

3 months ended March 31st                 1997            1996
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                       Pounds '000    Pounds '000

Revenues                                    13,908          8,000

Cost of revenues                            10,568          4,775
                                       -----------    -----------
Gross profit                                 3,340          3,225

Administrative expenses                        530            737
Amortisation expense                            15             15
                                       -----------    -----------
Income from operations                       2,795          2,473

Interest income and similar income               0             65
Interest expense                                 0           (115)
                                       -----------    -----------
Income before taxes on income                2,795          2,423

Taxes on income                             (1,000)        (1,250)
                                       -----------    -----------
Net income                                   1,765          1,173
                                       ===========    ===========


</TABLE>

                                                                9

<PAGE>

<TABLE>

                                                SDT Holding Corp.


                             Consolidated Statement of Operations
-----------------------------------------------------------------
<CAPTION>

9 months ended March 31st                 1997            1996
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                       Pounds '000    Pounds '000

Revenues                                    29,908         18,000

Cost of revenues                            21,268         11,775
                                       -----------    -----------
Gross profit                                 8,640          6,225

Administrative expenses                      1,450          1,487
Amortisation expense                            45             35
                                       -----------    -----------
Income from operations                       7,145          4,703

Interest income and similar income             120            140
Interest expense                              (210)          (240)
                                       -----------    -----------
Income before taxes on income                7,055          4,603

Taxes on income                             (3,000)        (2,450)
                                       -----------    -----------
Net income                                   4,055          2,153
                                       ===========    ===========

</TABLE>

                                                               10

<PAGE>

<TABLE>

                                                SDT Holding Corp.

                                 Consolidated Cash Flow Statement
-----------------------------------------------------------------
<CAPTION>

3 months ended March 31st                 1997           1996
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                       Pounds '000    Pounds '000
Net cash inflow from operating
  activities                                   338            122

Returns on investments and
servicing of financing

Interest paid                                    0              0
Interest received                                0              0
Interest element of finance lease
  rental payments                             (130)           (70)
                                       -----------    -----------
Net cash outflow from returns on
  investments and servicing of
  finance                                     (130)           (70)

Taxation

UK corporation tax paid                          0              0
                                       -----------    -----------

Tax paid                                         0              0

Investing activities

Purchase of tangible fixed assets                0            (31)
Purchase of subsidiary undertaking
  (net of cash and cash equivalents)             0              0 

Net cash outflow from investing
  activities                                     0            (31)
                                       -----------    -----------
Net cash inflow / (outflow)
  before financing                             208            (21)

Financing

Capital element of finance lease
  rental payments                              (91)           (47)
                                       -----------    -----------
Net cash outflow from financing                (91)           (47)
                                       -----------    -----------

Increase in cash and cash equivalents          117            (26)
                                       ===========    ===========

</TABLE>

                                                               11

<PAGE>

<TABLE>

                                                SDT Holding Corp.

                                 Consolidated Cash Flow Statement
-----------------------------------------------------------------
<CAPTION>

9 months ended March 31st                 1997           1996
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                       Pounds '000    Pounds '000
Net cash inflow from operating
  activities                                 1,138            522

Returns on investments and
servicing of financing

Interest paid                                    0              0
Interest received                                5              3
Interest element of finance lease
  rental payments                             (335)          (173)
                                       -----------    -----------
Net cash outflow from returns on
  investments and servicing of
  finance                                     (330)          (170)

Taxation

UK corporation tax paid                          0              0
                                       -----------    -----------

Tax paid                                         0              0

Investing activities

Purchase of tangible fixed assets              (15)          (602)
Purchase of subsidiary undertaking
  (net of cash and cash equivalents)             0           (195)

Net cash outflow from investing
  activities                                   (15)          (797)
                                       -----------    -----------
Net cash inflow / (outflow)
  before financing                             793           (445)

Financing

Capital element of finance lease
  rental payments                             (136)           (71)
                                       -----------    -----------
Net cash outflow from financing               (136)           (71)
                                       -----------    -----------

Increase in cash and cash equivalents          657           (516)
                                       ===========    ===========

</TABLE>

                                                               12

<PAGE>

                          SDT HOLDING CORPORATION AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       March 31, 1996
                                         (unaudited)


1.  Unaudited Interim
    Financial
    Statements      The accompanying unaudited financial statements have been
                    prepared in accordance with the instructions for Form 
                    10-Q and do not include all of the information and 
                    footnotes required by generally accepted accounting
                    principles for complete financial statements.  In the
                    opinion of management, all adjustments, consisting only
                    of normal recurring adjustments considered necessary for
                    a fair presentation, have been included.  Operating
                    results for any quarter are not necessarily indicative
                    of the results for any quarter or for the full year.  
                    These statements should be read in conjunction with the
                    financial statements of European Business Group (UK) Plc.
                    and notes thereto for the year ended August 31, 1996,
                    included in the SDT Holding Corp.'s (the "Company")
                    Amendment No. 1 to Form 8-K dated April 16, 1997.


2.  History and
    business
    activity        SDT Holding Corporation (the "Company"), was incorporated
                    on June 21, 1990 under the laws of the State of Colorado,
                    to engage in any lawful corporate undertaking, including,
                    but not limited to, selected mergers and acquisitions.
                    Until consummating the transaction described below, the
                    Company had not conducted and material business
                    operations since its inception.  The Company is a public
                    reporting company under the Securities Exchange Act of 
                    1934, as amended, but its securities do not trade as of the
                    date of this report.

3.  Business
    Combination     Effective October 30, 1996 SDT Holding Corporation 
                    acquired the stock of European Business Group (UK), Plc,
                    ("EBG") in a reverse acquisition in which EBG's
                    stockholders acquired voting control of SDT.  The 
                    acquisition was accomplished through an exchange of stock
                    in which SDT exchanged 18,000,000 shares of newly issued
                    common stock for 100% of the outstanding common stock of
                    EBG, resulting in ownership by the stockholders of EBG of
                    approximately 82% of the combined company.

                    The transaction is accounted for as a reverse acquisition
                    and recapitalization with EBG as the acquiring company 
                    because EBG's stockholders acquired a majority of the 
                    voting rights in the combined company.  Under this method
                    of accounting, SDT's assets and liabilities are recorded
                    at their fair values which approximates historical cost 
                    and historical financial results reported by SDT are
                    those of EBG with SDT operations reported from the date of
                    acquisition forward.

4.  Subsidiaries
    and
    Acquisitions    The following were subsidiaries at March 31, 1997, and 
                    have all been included in the consolidated financial 
                    statements.

                                                                            13

<PAGE>

                                                 Proportion
                                                  of voting
                                                    rights
                                                     and
                                                   ordinary    
                                                    share
                                                   capital
                  Name                               held  Nature of business
                  _______________________________    ____  ___________________

                  W Limited                          100%  Asset leasing
                  Lupa Marine (UK) Ltd               100%  Purchase and sale of
                                                            marine containers
                  EBB Company Finance Limited        100%  Business consulting
                  Crisum Corporate Consulting
                    Limited                          100%  Asset leasing and 
                                                            group administration
                  Industrial & Trade Consultants Ltd 100%  Asset leasing and
                                                            advertising,
                                                            partnership
                                                            investment
                  EBB Company Management
                    Limited                          100%  Marketing of licenses
                  EBB Trade Management 
                    Limited                          100%  Advertising agent
                  EBG Trade Management 
                    Limited                          100%  Dormant
                  EBG Corporate Consulting 
                    Limited                          100%  Dormant
                  EBG Finance Limited                100%  Dormant
                  EBG License Trade (UK) 
                    Limited                         100%   Dormant
                  EBG License Trade (INT) 
                    Limited                         100%   Dormant
                  EBG Company Leasing 
                    Limited                         100%   Dormant
                  EBG Partner Limited               100%   Dormant
                  EBG Timecharter Limited           100%   Dormant

                  i)  Acquisitions in the year
       
                      During fiscal 1996 the Company acquired the following
                      subsidiaries, all of which have been included in the
                      consolidated accounts using the principles of acquisition
                      accounting:

                                            Date of        % of    Consideration
                  Subsidiary              Acquisition     Holding   (Fair Value)
                                                                      (Pounds)
                  ___________________  _________________  _______  ___________  
                  Lupa Marine (UK) Ltd September 4, 1995    100%   7,800,000
                                                                    loan debt
                  Industrial & Trade                               2,200,000
                   Consultants Limited September 4, 1995    100%    loan debt
                  W Limited            October 1, 1995      100%   1 cash
                  EBB Company Finance  
                   Limited             September 4, 1995    100%   225,000 cash
                  Crisum Corporate
                   Consulting Limited  September 4, 1995    100%   225,000 cash
                  EBB Trade Management
                   Limited             June 3, 1996         100%   2 cash
                  EBG Trade Management
                   Limited             September 4, 1995    100%   2 cash


                                                                            14

<PAGE>

                                            Date of        % of    Consideration
                  Subsidiary              Acquisition     Holding   (Fair Value)
                                                                      (Pounds)
                  ___________________  _________________  _______  ___________  
                  EBG Corporate
                   Consulting Limited  October 6, 1995      100%   2 cash
                  EBB Company
                   Management Limited  September 4, 1995    100%   (Acquired via
                                                                    Industrial
                                                                    & Trade
                                                                    Consultants

                  The amount paid for the acquisitions exceeded the fair value
                  of net assets acquired, which also approximated historical
                  costs, by Pounds 10,421,770.  However of this amount
                  Pounds 9,534,729 was attributed to net assets acquired from
                  persons who also own substantial portions of SDT Holding
                  Corporation.  Therefore the Pounds 9,534,729 was written off
                  against the stockholders' equity of the Company leaving a
                  balance Pounds 887,041 which was assigned to Goodwill.

                  Unaudited pro forma results of operations as if the
                  acquisitions occurred at the beginning of each of the fiscal
                  years 1996 and 1995 are presented below.  The unaudited pro
                  forma results have been prepared for comparative purposes only
                  and are not necessarily indicative of what would have occurred
                  had the acquisitions been completed as of those dates or of
                  any results that may occur in the future.

                                                   1996               1995
                                                 (Pounds)           (Pounds)
                                                __________          _________

                  Revenue                       30,701,688          8,986,742
                  Net income (loss)              4,762,898         (4,097,293)

                  The amounts for fiscal year 1996 are approximately the same as
                  the consolidated statement of operations for fiscal year 1996
                  since the acquisitions of the operating companies took place
                  approximately at the beginning of fiscal year 1996.

5. Stock
   Split          The Board of Directors declared an eight for one forward 
                  split of the Company's issued and outstanding common stock,
                  effective for stockholders of record on September 19, 1996.
                  The share distribution date was October 31, 1996.

6. Commitments    On December 5, 1996 the Company entered into an agreement with
                  Northridge Finance Limited and Roseworth Financial Services 
                  Limited whereby the Company assigned an amount of Pounds 
                  1,410,000 due to the Company by Nadelar Business 
                  Corporation.  As consideration for the assignment the
                  Company was released from its obligations  under a loan
                  agreement for Pounds 2 million.

                                                                            15



<PAGE>

                                   SDT HOLDING CORPORATION

                       Exhibit Index to Quarterly Report on Form 10-Q
                            For the Quarter Ended March 31, 1997

EXHIBITS                                                              Page No.

  EX-27      Financial Data Schedule . . . . . . . . . . . . . . . . . . . 17


                                                               16