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: December 31, 1996

                 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 December 31, 1996, was 22,000,000
shares.

<PAGE>

                             PART 1

ITEM 1.     FINANCIAL STATEMENTS

The unaudited financial statements for the six month period ended
December 31, 1996, and for the last quarter of 1995 are 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 September 1, 1996 to
December 31, 1996.  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
December 31, 1996 and 1995

Revenues for the three months of October, November and December
1996 were in sterling 8,443,000.00, which is an increase of
Pound/Sterling 768,000 compared to revenues for the similar period
from 1995. 

<PAGE>

The result is an increase in revenues of 10% pre-tax for the three
months ended December 31, 1996.  The increase in net-profitability
pre-tax is 14% and the net result after tax increased by 16%.

During the three month period between September 1, 1996 and
December 31, 1996, cost of sales remained relatively constant.  In
1996, cost of sales was Pound/Sterling 5,514 compared to
Pound/Sterling 5,154 for the similar period in 1995, an increase of
approximately 6.5%.  Selling, general and administrative expenses
increased from Pound/Sterling 543,000 for the three month period
ended December 31, 1995 to Pound/Sterling 681,000 for the three
months ended December 31, 1996, an increase of approximately 20%
due to the addition of more staff and costs associated with a
consolidation of management of the Company following the reverse
merger.  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 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
Pound/Sterling 10 million in respect of the acquisition of
subsidiary undertakings, including the following:

                                                    Pound/Sterling

     Loan for the purchase of Lupa Marine (UK) Ltd      7,800,000
     Loan for the purchase of Industrial
           & Trade Consultants Ltd                      2,200,000
                                                      -----------
                                                       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
                                                   Pound/Sterling

     September 4, 1995    Holmes Finance Inc.         2,200,000
     September 4, 1995    Stiedl Foundation           7,800,000
                                                     -----------
                                                     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 Pound/Sterling 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
Pound/Sterling 2 million.

<PAGE>

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 Pound/Sterling 3 million and Pound/Sterling 5 million,
respectively, for the purpose of refinancing its acquisition of ITC
Ltd (Pound/Sterling 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 Pound/Sterling 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 Pound/Sterling 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 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.

<PAGE>

            Stiedl denies any wrongdoing and intends to vigorously
            defend against these allegations.

ITEM 6.     Exhibits and Reports on Form 8-K - On September 19,
            1996, the Company filed a Form 8-K, advising the
            execution of a letter of intent to engage in the
            "reverse merger" of EBG.  Thereafter, on or about,
            November 14, 1996, the Company filed another Form 8-K
            advising of the closing of the transaction of EBG. 
            Subsequently, on or about, April 16, 1997, an amendment
            to the Form 8-K, filed on November 14, 1996, was filed
            which contained the audited financial statements of
            EBG.

<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 1, 1997



                                   By: s/Bjorn Stiedl            
                                      Bjorn Stiedl
                                      President

<PAGE>

<TABLE>
                                                SDT Holding Corp.


                                       Consolidated Balance Sheet
-----------------------------------------------------------------
<CAPTION>
December 31st                             1996           1995
-------------                          -----------    -----------
<S>                                    <C>            <C>
                                      Pound/Sterling Pound/Sterling
                                          '000           '000
Assets

Current Assets:
     Cash                                        4             52
     Accounts receivable - trade               187            378
     Accounts receivable - other             4,602          4,000
     Inventories - marine containers        16,348         16,056
     Current maturities of instalment
       contracts receivable                 24,066         19,565
     Prepaid expenses and other                218            200
                                       -----------    -----------
Total current assets                        45,425         40,251
                                       -----------    -----------
Property and equipment
     Marine containers                      42,996         36,000
     Office furniture and equipment            178            105
     Leasehold improvements                     55             38
     Vehicles                                   30              -
                                       -----------    -----------
                                            43,259         36,143

Less accumulated depreciation
     and amortisation                        1,246            300
                                       -----------    -----------
Property and equipment, net                 42,013         35,843
                                       -----------    -----------
Other assets:
     Installments contracts receivable,
       less current maturities             130,778         54,039
     License rights                         59,000         59,000
     Goodwill, net of accumulated
       amortisation of Pound/Sterling
       78,848                                  808            867
     Other                                      37              -
                                       -----------    -----------
Total other assets                         190,623        113,906
                                       -----------    -----------
                                           278,061        190,000
                                       ===========    ===========

</TABLE>

<PAGE>

<TABLE>
                                                SDT Holding Corp.


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

December 31st                              1996          1995
-------------                          -----------    -----------
<S>                                    <C>            <C>
                                      Pound/Sterling Pound/Sterling
                                           '000          '000

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable - trade                   60             20
     Accounts payable - other                8,323         10,200
     Accruals and deferred income           17,841         11,033
     Taxes and other                         1,444            400
     Current portion of capital
        lease obligations                   19,876         18,900
                                       -----------    -----------
Total current liabilities                   47,544         40,553

Capital lease obligations,
   less current portion                    130,228         54,077
Accruals and deferred income                37,357         34,940     
Deferred income taxes                        4,194            200
                                       -----------    -----------
Total liabilities                          219,323        129,770
                                       -----------    -----------
Commitments

Stockholders' equity:
     Common stock - Pound/Sterling 1
       shares; 70,000,000 shares
       authorized and 59,050,000
       shares issued                        59,050         59,050
     Foreign currency translation
       adjustment                            2,500            200
     Accumulated deficit                    (2,812)           980
                                       -----------    -----------
Total stockholders' equity                  58,738         60,230
                                       -----------    -----------
                                           278,061        190,000
                                       ===========    ===========

</TABLE>


<PAGE>

<TABLE>
                                                SDT Holding Corp.


     Consolidated Statement of Operations and Accumulated Deficit
-----------------------------------------------------------------

<CAPTION>
3 months ended December 31st               1996          1995
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                      Pound/Sterling Pound/Sterling
                                           '000          '000

Revenues                                     8,443          7,675

Cost of revenues                             5,514          5,154
                                       -----------    -----------
Gross profit                                 2,929          2,521

Administrative expenses                        681            543
Amortisation expense                            15             15
                                       -----------    -----------
Income (loss) from operations                2,233          1,963

Interest income and similar income              63             58
Interest expense                              (108)          (101)
                                       -----------    -----------
Income (loss) before taxes on income         2,188          1,920

Taxes on income                             (1,000)          (900)
                                       -----------    -----------
Net income (loss)                            1,188          1,020
                                       ===========    ===========

</TABLE>

<PAGE>

<TABLE>
                                                SDT Holding Corp.


     Consolidated Statement of Operations and Accumulated Deficit
-----------------------------------------------------------------

<CAPTION>
6 months ended December 31st              1996           1995*
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                     Pound/Sterling  Pound/Sterling
                                          '000           '000

Revenues                                    16,000         10,000

Cost of revenues                            10,700          7,000
                                       -----------    -----------
Gross profit                                 5,300          3,000

Administrative expenses                        920            750
Amortisation expense                            30             20
                                       -----------    -----------
Income (loss) from operations                4,350          2,230

Interest income and similar income             120             75
Interest expense                              (210)          (125)
                                       -----------    -----------
Income (loss) before taxes on income         4,260          2,180

Taxes on income                             (2,000)        (1,200)
                                       -----------    -----------
Net income (loss)                            2,260            980
                                       ===========    ===========

<FN>

*Lupa Marine (UK) Ltd not purchased until 4.9.95

</TABLE>

<PAGE>

<TABLE>
                                                SDT Holding Corp.

                                 Consolidated Cash Flow Statement
-----------------------------------------------------------------
<CAPTION>
6 months ended December 31st              1996           1995*
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                      Pound/Sterling Pound/Sterling
                                          '000           '000
Net cash inflow from operating
  activities                                   800            400

Returns on investments and
servicing of financing

Interest paid                                    -              -
Interest received                                5              3
Interest element of finance lease
  rental payments                             (205)          (103)
                                       -----------    -----------
Net cash outflow from returns on
  investments and servicing of
  finance                                     (200)          (100)

Taxation

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

Tax paid                                         -              -

Investing activities

Purchase of tangible fixed assets              (15)          (571)
Purchase of subsidiary undertaking
  (net of cash and cash equivalents)             -           (195)

Net cash outflow from investing
  activities                                   (15)          (766)
                                       -----------    -----------
Net cash inflow / (outflow)
  before financing                             585           (466)

Financing

Capital element of finance lease
  rental payments                              (45)           (24)
                                       -----------    -----------
Net cash outflow from financing                (45)           (24)
                                       -----------    -----------

Increase in cash and cash equivalents          540           (490)
                                       ===========    ===========

<FN>

*Lupa Marine (UK) Ltd purchased in September 1995

</TABLE>

<PAGE>

<TABLE>
                                                SDT Holding Corp.

                                 Consolidated Cash Flow Statement
-----------------------------------------------------------------
<CAPTION>
3 months ended December 31st              1996           1995
----------------------------           -----------    -----------
<S>                                    <C>            <C>
                                      Pound/Sterling Pound/Sterling
                                          '000           '000
Net cash inflow from operating
  activities                                   428            389

Returns on investments and
servicing of financing

Interest paid                                    -              -
Interest received                                3              3
Interest element of finance lease
  rental payments                             (111)          (101)
                                       -----------    -----------
Net cash outflow from returns on
  investments and servicing of
  finance                                     (108)           (98)

Taxation

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

Tax paid                                         -              -

Investing activities

Purchase of tangible fixed assets              (15)             -
Purchase of subsidiary undertaking
  (net of cash and cash equivalents)             -             (3)

Net cash outflow from investing
  activities                                   (15)            (3)
                                       -----------    -----------
Net cash inflow / (outflow)
  before financing                             305            288

Financing

Capital element of finance lease
  rental payments                              (24)           (22)
                                       -----------    -----------
Net cash outflow from financing                (24)           (22)
                                       -----------    -----------

Increase in cash and cash equivalents          281            266
                                       ===========    ===========

</TABLE>



<PAGE>

                                SDT HOLDING CORPORATION AND SUBSIDIARIES

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                            December 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 December 31, 1996, and
                      have all been included in the consolidated financial 
                      statements.
   


<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


<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.