United States
                    Securities and Exchange Commission
                           Washington, D. C. 20549


                                Form 10-QSB

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

              For the quarterly period ended March 31, 1999

                                 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.)


       251 Royal Palm Way  Suite 301
           Palm Beach, Florida                         33480
        ---------------------------                ------------
         (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 5(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 [ ]



            APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN
         BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

                             Yes [ ]    No [ ]




                    APPLICABLE ONLY TO CORPORATE ISSUERS

Common stock, par value $.001 per share: 5,843,117 shares outstanding as
of March 31, 1999


<PAGE>


               SDC INTERNATIONAL, INC. and SUBSIDIARY INDEX


PART 1   FINANCIAL INFORMATION:

     ITEM 1   CONDOLIDATED BALANCE SHEETS

              Consolidated Balance Sheets (Unaudited) March 31, 1999
              And December 31, 1998                                      F-1


              Consolidated Statements of Operations (Unaudited)
              for the three months ended March 31, 1999 and
              February 28, 1998                                          F-2

              Consolidated Statements of Stockholders'
              (Deficiency) Equity (Unaudited) for the three months
              ended March 31, 1999                                       F-3

              Consolidated Statements of Cash Flows (Unaudtied)
              for the three months ended March 31, 1999 and
              February 28, 1998                                          F-4

              Notes to Consolidated Financial Statements               F-5-F-7

     ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS              9-11

PART II   OTHER INFORMATION


<PAGE>


PART 1   FINANCIAL INFORMATION:

     ITEM 1   CONDOLIDATED BALANCE SHEETS



SDC INTERNATIONAL, INC. and SUBSIDIARY


Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                 March 31,        December 31,
                                                   1999               1998
                                                ___________       ___________
                                                (Unaudited)
<S>                                             <C>               <C>

ASSETS
Current assets:
  Cash                                          $     6,142       $    41,651
  Inventory                                     $   310,935           303,223
  Prepaid expenses                                   15,000            15,000
                                                -----------       -----------
          Total current assets                      332,077           359,874


Machinery and equipment, net                         12,448            15,251
Cash   restricted                                    80,532            80,532
Agency rights at cost, net of accumulated
amortization of $73,257 and $63,702                  79,646            89,201
Net assets of discontinued subsidiary                57,683            94,518
Other assets                                         28,894            48,894
                                                -----------       -----------
                                                $   591,280       $   688,270
                                                ===========       ===========
LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses,
   including cash overdraft of $8,426 at
   March 31, 1999                               $   153,326       $    87,900
  Due to related parties, including accrued
   interest of $116,464 and $88,928, net of
   unamortized discount of $0 and $154,396        1,428,694         1,470,262
                                                -----------       -----------
          Total current liabilities               1,582,020         1,558,162
                                                -----------       -----------

Commitments

STOCKHOLDERS' DEFICIENCY
Common stock $.001 par value, 10,000,000
  shares authorized,5,843,117 and 4,671,917
  shares issued and outstanding, respectively         5,843             4,672
Additional paid-in capital                       11,358,920        10,570,673
Common shares payable                               139,255            70,875
Accumulated deficit                             (12,531,031)      (11,549,518)
Accumulated foreign currency
  translation adjustment                             36,273            33,406
                                                -----------       -----------
                                                   (990,740)         (869,892)
                                                -----------       -----------

                                                $   591,280       $   688,270
                                                ===========       ===========

</TABLE>


See notes to financial statements


                                        F-1

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                         Three Months           Three Months
                                             Ended                  Ended
                                           March 31,            February 28,
                                              1999                   1998
                                         ------------           ------------
<S>                                      <C>                    <C>

Expenses:
  Selling, general and administrative,
  including $497,140 and $467,714
  paid by issuance of stock              $    637,524           $   710,000
  Depreciation and amortization                12,358               116,837
                                          -----------           -----------
     Total expenses                           649,882               826,837
                                          -----------           -----------
Loss from operations before
  interest expense                           (649,882)             (826,837)

  Interest expense including
   amortization of debt discount             (291,930)              (15,050)
                                          -----------           -----------
Loss from continuing operations              (941,812)             (841,887)

  (Loss) income from operations of
  discontinued subsidiary                     (39,701)                2,531
                                          -----------           -----------
Net loss                                  $  (981,513)          $  (839,356)
Net loss per share - Basic and diluted:   ===========           ===========

  Loss from continuing operations         $     (0.18)          $     (0.26)
  Loss from operations of
   discontinued subsidiary                      (0.01)                  Nil
                                          -----------           -----------
  Net loss                                $     (0.19)          $     (0.26)
                                          -----------           -----------
Weighted average shares outstanding         5,085,837             3,206,318
                                          ===========           ===========

</TABLE>



See notes to financial statements

                                        F-2

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY

Consolidated Statements of Stockholders' Equity (Deficiency)


<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                                     Foreign
                                  Common Stock       Additional       Common                          Currency
                                ------------------
                                           Par       Paid-in          Shares       Accumulated      Translation
                                Shares     Value     Capital          Payable        Deficit        Adjustment      Totals
                               --------    -------   ------------    ---------     ------------     -----------    -----------
<S>                            <C>         <C>       <C>             <C>           <C>              <C>            <C>

Balance - December 31, 1998    4,671,917   $ 4,672   $ 10,570,673    $ 70,875      $ (11,549,518)   $  33,406      $  (869,892)
Issuance of common stock in
  connection with loan
  agreements                      19,000       19         22,231       22,250
Issuance of common stock to
  consultants and employees
  for services                   531,160      531        496,609      497,140
Issuance of common stock in
  repayment of short-term loan   621,040      621        269,407      270,028
Shares to be issued for loan
  extension (54,000)                                                   68,380                                           68,380
Comprehensive loss:
  Foreign currency translation
     adjustment                                                                                         2,867            2,867
  Net loss for the period                                                               (981,513)                     (981,513)
                                                                                                                    ----------
  Total comprehensive loss                                                                                            (978,826)
                               ---------   --------  ------------    ---------     ------------     ------------    ----------

Balance - March 31, 1999       5,843,117   $  5,843  $ 11,358,920    $ 139,255     $(12,531,031)    $     36,273   $  (990,740)
                               =========   ========  ============    =========     =============    ============   ===========

</TABLE>


See notes to financial statements


                                        F-3

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                Period From
                                                Three Months    Three Months
                                                   Ended            Ended
                                                 March 31,      February 28,
                                                    1999            1998
                                                ------------    ------------
<S>                                             <C>             <C>

Cash flows from operating activities:
  Net loss                                      $   (981,513)    $ (1,166,489)
  Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization                      12,358          116,837
   Amortization of debt discount                     154,396            8,750
   Amortization of excess of value of net
   assets acquired over cost of acquisition           (6,315)         (14,000)
   Expenses paid by issuance of stock                519,391          467,714
   Beneficial conversion feature of
    convertible notes                                 68,380
   Loss from operations of discontinued subsidiary    46,016           11,469
   Changes in:
     Inventory                                        (7,712)         (47,484)
     Security deposits                                20,000
     Prepaid expenses                                                   1,903
     Other current assets                                             156,047
     Accounts payable and accrued expenses            65,426           92,378
     Accrued interest                                 47,564
                                                ------------     ------------
      Net cash used in operating activities          (62,009)        (372,875)
                                                ------------     ------------

Cash flows from investing activities:
  Purchase of machinery and equipment                                  (5,437)
  Decrease (increase) in restricted cash                              249,972
  Investment in, and advances to,
   discontinued subsidiary                                             44,878
                                                                 ------------
      Net cash (used in) provided by
       investing activities                                           289,413
                                                                 ------------
Cash flows from financing activities:
  Advances (repayment of advances) from
    officer, net                                       26,500         (11,297)
  Loans from related parties, net                                     160,000
  Proceeds from sale of stock                                         410,950
  Costs associated with sale of stock                                 (62,817)
  Deferred offering costs                                             (50,000)
  Net proceeds (repayments) under
    line of credit                                                   (215,000)
                                                 ------------    ------------

      Net cash provided by financing
        activities                                     26,500         231,836

Net (decrease) increase in cash                       (35,509)        148,374
Cash, beginning of period                              41,651          15,199
                                                 ------------    ------------

Cash, end of period                              $      6,142     $    163,573
                                                 ============     ============

Supplemental cash flow disclosure:

  Cash paid for:
     Interest                                                    $     13,436


Supplemental disclosure of noncash
  investing and financing activities:
   Issuance of common stock for services                         $    207,525
   Issuance of common stock in payment
    of loan payable to stockholder              $    270,028

</TABLE>


See notes to financial statements


                                        F-4

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Financial Statements


  Note A - The Company and Basis of Preparation

  The accompanying financial statements include the accounts of
  SDC International, Inc., (the "Company") and its wholly-owned
  subsidiaries SDC Prague, s.r.o. and Skobol, s.a. ("Skobol")
  after elimination of all significant intercompany transactions
  and balances.  The Company was incorporated in the State of
  Delaware in 1994, and acquired an exclusive agency agreement
  from Diesel International, a.s. (formerly known as Skoda
  Diesel, a.s.) ("Diesel") which permitted the Company to sell
  a broad range of Diesel's products, including diesel engines
  and power generating sets. Diesel, which was formed in what is
  now the Czech Republic, was one of the founding stockholders
  of the Company.

  During the year ended August 31, 1997, as a result of
  financial difficulties encountered by Diesel, the Company
  discontinued selling Diesel's products. During November 1997,
  the Company acquired the outstanding common stock of Skobol,
  a Bolivian Corporation, which is a distributor within the
  country of Bolivia of products manufactured in the Czech
  Republic. In December 1999, the Company's Board of Directors
  adopted a plan to dispose of the subsidiary and, accordingly,
  the subsidiary has been accounted for as a discontinued
  operation in the accompanying financial statements. During the
  period ended March 31, 1999, the Company has been attempting
  to acquire entities in the Czech Republic and has been
  incurring expenses in connection therewith.

  The accompanying unaudited consolidated financial statements
  have been prepared in accordance with generally accepted
  accounting principles for interim financial information and
  with instructions to Form 10-QSB.  Accordingly, they do not
  include all of the information and footnotes required by
  generally accepted accounting principles for complete
  financial statements.  In the opinion of management the
  interim consolidated financial statements include all
  adjustments necessary in order to make the consolidated
  financial statements not misleading.  The results of
  operations for the three months ended are not necessarily
  indicative of the results to be expected for the full year.
  For further information, refer to the Company's audited
  financial statements and footnotes thereto at December 31,
  1998, included in the Company's Form 10-KSB, filed with the
  Securities and Exchange Commission.


  Note B - Due to Related Parties

  [1] Line-of-credit:

      During June 1998, the Company obtained an unsecured
      $500,000 line of credit from a stockholder with an
      interest rate of 14% per annum.  Principal and interest
      were payable on December 8, 1998.  The agreement provided
      that the principal balance of the line-of-credit and any
      outstanding accrued interest may be converted into common
      stock at $1.00 per share.  By agreement with the
      stockholder, the due date was extended to December 31,
      1999.  As of March 31, 1999, outstanding borrowings under
      the line of credit amounted to $500,000 and accrued
      interest amounted to $46,441.  Interest expense on the
      line-of-credit amounted to $17,500 during the three months
      ended March 31, 1999. As consideration for the extension
      of the line of credit, the Company agreed to issue 54,000
      shares of common stock quarterly, until paid. The value of
      the shares to be issued at December 31, 1998 and March 31,
      1999 amounted to $70,875 and $139,255 and has been
      recorded as common shares payable on the accompanying
      balance sheet.

  [2] Loans from stockholders:

      During October 1997 and from June 1998 through September
      1998, the Company borrowed $100,000 and $1,186,500,
      respectively, from stockholders under notes which are
      repayable in periods ranging from 90 to 180 days, at a
      stated interest rate of 14% per annum.  Interest accrued



                                 F-5

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Financial Statements


      on these notes at March 31, 1999 amounted to $70,023.
      Interest expense on the notes during the three months
      ended March 31, 1999 and February 28, 1998, amounted to
      $30,064 and $3,500, respectively.  During the period
      subsequent to March 31, 1999, holders of notes with
      outstanding principal balances of $1,200,000 converted
      their notes, together with accrued interest, into
      1,492,372 shares of common stock.

Note B - Due to Related Parties (Continued)

      In connection with these borrowings, during the year ended
      December 31, 1998 and the four months ended December 31,
      1997, the Company issued to the stockholders 228,033 and
      15,000 shares of common stock valued at $474,140 and
      $26,250, respectively.  In addition, several notes had a
      beneficial conversion feature whereby the principal and
      accrued interest could be converted to common stock at
      less than the prevailing market price. Such amounts have
      been accounted for as debt discounts.  The Company's
      effective rate for these borrowings, including debt
      discount, ranged from 14% to 134%.  During the three
      months ended March 31, 1999, amortization of discount
      amounted to $154,396.

      During the three months ended March 31, 1999, the Company
      repaid notes of $250,000, and accrued interest of $20,028
      by issuance of 621,040 common shares.


Note C - Stockholders' Equity

  [1]  As of December 31, 1998, the Company has outstanding
       warrants to purchase a total of 180,000 shares of common
       stock at exercise prices of $2.00 and $2.50 per share, of
       which 130,000 expire in 2000 and 50,000 expire in 2003.
       These warrants had been issued to consultants during
       1998.

  [2]  During the three months ended March 31, 1999, the Company
       issued 497,140 shares of common stock, both under the
       Company's stock option plan in the form of options which
       vested immediately with no exercise price, and
       unregistered shares restricted under Section 144. Such
       shares have been valued at the closing bid price at date
       of grant.


Note D - Commitments and Other Comments

  [1] Lease agreement:

      Effective January 1, 1997, the Company rents its executive
      office on a month to month basis from its Chief Executive
      Officer ("CEO".)  Rent expense under the arrangement
      amounted to $3,000 and $7,000 during the three months
      ended March 31, 1999 and February 28, 1998, respectively.

      Included in general and administrative expenses is rent
      expense for the above and other rentals which totaled
      $16,793 and $7,807 for the three months ended March 31,
      1999 and February 28, 1998, respectively.

  [2] Finder's fee agreement:

      On May 20, 1996, the Company entered into a finder's fee
      agreement with Prime Charter, Ltd ("Prime") for a period
      of ten years, renewable for additional five-year periods.
      Pursuant to such agreement, any sales to entities
      introduced to the Company by Prime results in a finder's
      fee to Prime of two percent of the gross sales price or
      ten percent of the adjusted gross profit resulting from
      the sales.  Such payments are due 45 days after each
      quarter-annual calendar period.  As of March 31, 1999, no
      amounts were due under this agreement.



                                      F-6

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Financial Statements


  [3] Executive compensation:

      For the three months ended March 31, 1999 and February 28,
      1998, respectively, the Company incurred management fees
      of $39,000 and $64,000, payable to its Chief Executive
      Officer.

      For the three months ended March 31, 1999 and February 28,
      1998, respectively, the Company incurred management fees
      of 39,000 and $64,000 to its President.


                                      F-7

<PAGE>


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

  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.  Presently, the Company
  works to establish relationships of joint venture or as an
  acquirer of  such manufacturing companies.

  The Company has acted as an exclusive distributor of Skoda
  Diesel engines in North, South and Central America, under an
  exclusive license from Skoda Diesel, now known as Diesel
  International, a.s., ("Diesel").  Diesel 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.  In early 1998, the Company executed letters of
  intent and agreements to purchase Tatra, a.s.  However, the
  Company has not consummated the transaction, and continues its
  efforts toward the acquisition.  TATRA 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.
  TATRA has ISO 9001 certification and TATRA trucks meet all
  EURO II regulations.

  Through its direct involvement in Central and Eastern Europe,
  the Company has learned that most manufacturing companies
  within this geographic/political area with whom the Company
  wishes to transact its business have a shortage of marketing
  skills and financial capability.  Therefore, the Company has
  determined that it should take an internal position within its
  targeted manufacturing companies to assure better financial
  capability and marketing skills.  This planned activity may be
  as a joint venture with or an acquisition of such
  manufacturing companies.

  During the quarter ending March 31, 1999, Komercni Banka,
  Czech Republic, took over the process of selling the Tatra
  shares owned by Skoda Plzen and the bank debts of Tatra.
  Company management held several meetings with representatives
  of Komercni Banka and subsequently, made a firm written offer
  to acquire the shares and debt.  However, by the end of the
  quarter, no answer had been received by the Company.  Also
  during the first quarter, Harbour and Associates and Mr.
  Dennis Pawley became shareholders and strategic Advisory Board
  members of the Company.  Harbour and Associates, Inc., is a
  prominent Detroit-based manufacturing and management firm
  specializing in improving quality, productivity and



                                    8

<PAGE>


  profitability of car and truck manufacturing plants. Their
  client list includes BMW, Ford Motor Company, DaimlerChrysler,
  General Motors Corporation, Fiat, S.P.A., Nissan Motor
  Corporation, Toyota Motor Corporation and many others.
  Harbour is, also, the publisher of the "Harbour Report", the
  recognized analysis report of manufacturing in the American
  automotive industry and which is the industry benchmark for
  international comparisons and analyses of productivity,
  capacity utilization and plant profitability.  Mr. Dennis K.
  Pawley, former Executive Vice President of DaimlerChrysler,
  has 34 years' experience as an executive with General Motors,
  Mazda and Chrysler. He recently resigned and took early
  retirement as the Executive Vice President of Manufacturing
  and Labor Relations at DaimlerChrysler, AG.

  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.

  The Company has devoted substantial of its time and effort to
  negotiating and arranging strategic alliances with major Czech
  manufacturers rather than devoting its time to beginning its
  marketing and sales development.  It is felt that the most
  efficient use of time and resources will be with a proper
  product mix for entering new markets.  Therefore, the
  Company's revenues to date are primarily the result of orders
  received by the Company rather than the result of marketing
  efforts by the Company. The Company records revenue when
  products are shipped.

  Total expenses for the quarter ending March 31, 1999 were
  $649,882 and were $826,837 in the quarter ending February 28,
  1998.  Non-cash expenses as depreciation and amortization and
  payment for consulting services accounted for more than eighty
      percent (80 %) of the expenses during the quarter ending
  March 31, 1999.  The Company's net loss of $981,513 for the
  quarter ending March 31, 1999, includes certain non-cash
  charges as follows:

          Depreciation and Amortization        $ 12,358
          Issuance of common stock as
            consideration of services           519,390
                                                -------
          TOTAL NON-CASH CHARGES               $531,748


  Accordingly, the Company's cash loss from operations before
  the above charges amounted to approximately $118,134.

  During the three months ending March 31, 1999, as compared to
  the three months ending February 28, 1998, operating expenses
  were approximately $176,955 lower.  Management expects
  operating expenses (non-depreciation and non-amortization), to
  remain at a substantial level for the near future due to the
  level of negotiations and expansion discussions taking place
  presently.  Operating expense categories which exceeded
  $5,000, for the three month period ending March 31, 1999,
  were; amortization & depreciation $12,358; rents $8,705;
  management cash compensation & salary $78,000; travel &
  lodging $9,976; consulting $127,750; legal and accounting
  $17,148; telephone $11,936; interest $47,564; and financing
  expenses $22,250.  Operating expense categories which exceeded



                                    9

<PAGE>


  $5,000 for the three month period ending February 28, 1998
  were: amortization & depreciation $116,837; rents $7,807;
  management compensation & salary $116,080; travel & lodging
  $45,902; consulting $19,190; legal and accounting $23,700; and
  telephone $13,635.

  LIQUIDITY AND CAPITAL RESOURCES

      At the end of March, 1999, the Company's net working capital
  is ($1,249,943).  However, when considering shareholder loans
  to be long term debt, actual net working capital is positive
  $178,751.  Net cash used for the Company's operating
  activities for the quarter ending March 31, 1999 amounted to
  $62,009, whereas the net cash used for operating activities
  for the quarter ending February 28, 1998 amounted to $372,875.
  Net cash provided (+) by financing activities in the quarter
  ending March 31, 1999 was $26,500, compared to $231,86 for the
  quarter ending February 28, 1998.  Therefore, total cash at
  the end of the quarter ending March 31, 1999 was $6,142
  compared to $163,573 at the end of the quarter ending February
  28, 1998.  During the quarter ending March 31, 1999, total
  corporate liabilities amounted to $1,582,020.  During 1999,
  shareholders holding debt in the amount of $1,450,000
  principle did convert the debt plus accrued interest into
  2,123,072 shares of common stock.

     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.

     Negative cash flows from the Company's pursuit of a joint
  venture or acquisition are anticipated to continue until the
  Company has reached agreement, if any can be reached,
  providing for a joint venture or acquisition and then only if
  suitable financing of any such joint venture or acquisition is
  received by the Company. The Company acknowledges   that there
  is no assurance that it will be able to obtain capital or
  financing at the time of any such joint venture or
  acquisition.  In the event the Company does not receive
  additional capital, there could be a severe adverse impact on
  the Company's future operations.

     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. Although the Company maintains a bank account
  in Czech currency within the Czech Republic for paying local
  expenses, the amount on deposit in such account is usually
  small and, therefore, fluctuation in the currency exchange
  rates should not have a significant effect on the Company.



                                    10

<PAGE>


PART II - OTHER INFORMATION


     ITEM 1 - Legal Proceedings:

               None

     ITEM 2 - Changes in Securities:

               None

     ITEM 3 - Defaults Upon Senior Securities:

               None

     ITEM 4 - Submission of Matters to a Vote of Security Holders:

               None

     ITEM 5 - Other Information:

               None

     ITEM 6 - Exhibits and Reports on Form 8-K:

               None



                                    11

<PAGE>

                         SIGNATURES

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


                        SDC INTERNATIONAL, INC.


                        BY:/s/Ronald A. Adams
                           Ronald A. Adams,Chairman

March 27, 2000


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.



/s/Ronald A. Adams                             March 27, 2000
Ronald A. Adams, Director and Chairman
(Principal Executive Officer and Principal
Financial Officer)



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