UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-QSB

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

For the quarterly period ended                November 30, 1996    
 
                                      or

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

For the transition period from        to                           

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.)

2065 Montgomery Street, Fort Worth, Texas                         76107    
(Address of principal executive offices)                       (Zip Code)  

                                 (817) 738-9881                          
               (Registrant's telephone number, including area code)

                                                                   
               (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by 
section 13 or 15 (d) of the Exchange Act 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 for the past 90 days.
                                                  Yes [xx]  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: 2,204,265 shares outstanding as of 
November 30, 1996.

<PAGE>

                           SDC INTERNATIONAL, INC.
                                    INDEX


PART 1 - FINANCIAL INFORMATION:

 ITEM 1 - FINANCIAL STATEMENTS

    Balance Sheets November 30, 1996 (Unaudited)
     and August 31, 1996                                        F-1

    Statements of Operations (Unaudited)
     for the three months ended November 30, 1996 and 1995      F-2

    Statement of Stockholders' Equity (Unaudited)
     for the three months ended November 30, 1996              F-3

    Statements of Cash Flows (Unaudited)
     for the three months ended November 30, 1996 and 1995     F-4

    Notes to Financial Statements                           F-5 - F-8

 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                 F-9 - F-10

PART II - OTHER INFORMATION                                    F-11

<PAGE>

                           SDC INTERNATIONAL, INC.
                               BALANCE SHEETS
                                 
<TABLE>
<CAPTION>

                                                   (Unaudited)
                                                   November 30,     August 31,
                                                      1996            1996
<S>                                             <C>                <C>
                      ASSETS
Current assets:
  Cash - restricted                             $        81,686     $      80,932
  Accounts receivable                                    27,072               -  
  Inventory                                              31,310            31,310
  Prepaid expenses                                        6,584             6,584
  Notes receivables - stockholder
    and related parties                                     -              62,985
    Total current assets                                146,652           181,811

  Machinery and equipment, net                        4,127,238         4,204,581
  Exclusive agency rights, net                          155,509           166,237
  Customer list, net                                    225,000           253,125
  Other assets                                           16,508            29,464

    Total assets                                $     4,670,907     $   4,835,218


         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                              $           788     $       3,711
  Accounts payable - related party                       17,337               -  
  Accrued expenses                                       88,763            79,467
  Note payable - short term                              10,000               -  
  Due to stockholders                                    64,702           111,302
    Total current liabilities                           181,590           194,480     

Commitments and contingencies (Note 4)                      -                 -  

Stockholders' equity:
  Common stock $.001 par value, authorized
    10,000,000 shares, issued and outstanding
    2,204,265 and 2,198,265 shares,
    respectively                                          2,204             2,198
  Additional paid-in capital                          5,860,010         5,845,016
  Accumulated deficit                                (1,372,897)       (1,206,476)
    Total stockholders' equity                        4,489,317         4,640,738                                   
Total liabilities and stockholders' equity      $     4,670,907     $   4,835,218

</TABLE>

              See accompanying notes to financial statements.

<PAGE>

                             SDC INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED NOVEMBER 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         1996              1995                
<S>                                                <C>                  <C>

Sales                                              $        27,072      $        12,089

Cost of goods sold                                          17,337                4,725

Gross profit                                                 9,735                7,364

Expenses:
  Selling, general and administrative                       41,758              138,136
  Depreciation and amortization                            117,152               78,765
  Management fees                                           18,000               18,000
Total expenses                                             176,910              234,901

Loss from operations before other income
  and provision for income taxes                          (167,175)            (227,537)

Other income:
  Interest income                                              754                2,435

Loss before provision for income taxes                    (166,421)            (225,102)

Provision for income taxes                                      -                   -  

Net loss                                           $      (166,421)       $    (225,102)

Primary loss per share:
  Loss from operations before other income
    and provision for income taxes                 $          (.08)       $        (.12)
  Provision for income taxes                       $           -          $          -  
  Net loss                                         $          (.08)       $        (.12)

Weighted average number of shares outstanding            2,204,265            1,848,222

</TABLE>

              See accompanying notes to financial statements

<PAGE>
                              SDC INTERNATIONAL, INC.
                       STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE THREE MONTHS ENDED NOVEMBER 30, 1996
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                       
                                                                   Additional                       Total
                                          Common Stock             paid-in         Accumulated     Stockholders'
                                   Shares               Amount     capital         Deficit         Equity        
<S>                                <C>                  <C>        <C>             <C>             <C>
Balances at September 1, 1996      2,198,265            $ 2,198    $ 5,845,016     $(1,206,476)    $     4,640,738

Sale of common stock                   6,000                  6         14,994           -                  15,000

Net loss for the three months
  ended November 30, 1996                -                  -             -           (166,421)           (166,421)

Balances at November 30, 1996      2,204,265            $ 2,204    $ 5,860,010     $(1,372,897)    $     4,489,317

</TABLE>














              See accompanying notes to financial statements.

<PAGE>

                          SDC INTERNATIONAL, INC.
                         STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED NOVEMBER 30,
                                (UNAUDITED)
                                                          

<TABLE>
<CAPTION>

                                                         1996                  1995
<S>                                                <C>                   <C>
Cash flows from operating activities:
  Net loss                                         $      (166,421)      $      (225,102)
 Adjustments to reconcile net loss to net
   cash used for operating activities:
  Amortization and depreciation                            117,152                78,765
  Decrease (increase) in:
    Accounts receivable                                    (27,072)              537,280
    Inventory                                                  -                 (12,043)
    Other assets                                            12,000                    -  
    Restricted cash                                           (754)                   -  
  Increase (decrease) in:
    Accounts payable                                        (2,923)                   -  
    Accounts payable - related party                        17,337               (372,175)
    Accrued expenses                                         9,296                 22,539
     Net cash (used for) provided by
       operating activities                                (41,385)                29,264

Cash flows from investing activities:
  Acquisition of exclusive agency rights                       -                 (150,000)
  Proceeds from collection of notes
    receivable - related parties                            62,985                 15,993
  Acquisition of customer list                                 -                 (150,000)
  Purchase of machinery and equipment                          -                   (1,947)
  Other assets acquired                                        -                   (2,000)
     Net cash provided by (used for)
       investing activities                                 62,985               (287,954)

Cash flows from financing activities:
  Proceeds from issuance of note payable                    10,000                   -  
  Proceeds from stockholder                                  3,400                   -  
  Proceeds from sale of common stock                        15,000                305,100
  Costs associated with private placement
    memorandum                                                 -                  (71,168)
  Repayment of loans from stockholder                      (50,000)                  -  
     Net cash (used for) provided by
       financing activities                                (21,600)               233,932

Net decrease in cash                                           -                  (24,758)

Cash at beginning of period                                    -                   49,677
Cash at end of period                              $           -          $        24,919

</TABLE>

              See accompanying notes to financial statements.

<PAGE>

NOTE 1        -    GENERAL

         SDC International, Inc. ("the Company") was incorporated in the state 
         of Delaware on June 30, 1994 for the purpose of developing and
         marketing an exclusive license acquired from Skoda Diesel a.s.
         ("Skoda") to sell a broad range of Skoda's products which are
         primarily comprised of piston combustion diesel engines whose
         applications include locomotive and stationary engines for the
         generation and co-generation of electric power. 

         The accompanying unaudited 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
         financial statements include all adjustments necessary in order to
         make the 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 August 31, 1996, included in the Company's Form
         10-KSB, filed with the Securities and Exchange Commission.

NOTE 2 - EXCLUSIVE AGENCY RIGHTS, NET

         On April 21, 1994, one of the founding shareholders executed an 
         exclusive agency representation letter agreement as agent of the
         Company with Skoda pursuant to which the Company was appointed
         as Skoda's exclusive sales agent in North, South and Central
         America with the exception of the country of Peru.  In connection 
         with this agreement, the Company is obligated to furnish Skoda
         with all inquiries from potential purchasers and may not execute
         any contracts or other agreements on Skoda's behalf without its
         written consent.  Skoda must provide the Company with all
         information and materials normally associated with the sales
         effort, including catalogues, product literature and
         descriptions, price lists and the technical expertise and
         consultation of its staff, if necessary.

         In order for the Company to maintain its exclusivity, it must 
         generate annual gross sales within the territory of at least
         $15,000,000 at the close of the fifth year (April, 1999) after
         the execution of the agreement.  As consideration for the purchase
         of these exclusive agency rights, the Company has issued 51,650
         shares of it's common stock to Skoda.  Such stock has been assigned
         a value of 50% of the private offering per share price of $2.50.
         Accordingly, the Company has valued such exclusive agency rights
         at $64,563 (51,650 x $1.25) which will be amortized on a monthly
         basis over five (5) years.  For the three months ended November
         30, 1996 and 1995, the Company has recorded amortization expense of
         $3,228 and $3,228, respectively.

         In October 1995 the Company purchased the exclusive rights to market 
         and sell Skoda Diesel products into the countries of China and South
         Korea  The Company paid Skoda a one-time fee of $50,000 for the
         acquisition of such exclusive rights in South Korea and a one-time
         fee of $100,000 for the acquisition of such exclusive rights in China.

         The newly acquired agency rights from China and Korea are being 
         amortized on a monthly basis over (5) five years.  For the three
         months ended November 30, 1996 and 1995, the Company recorded
         $7,500 and $0, respectively, of amortization expense.

<PAGE>

NOTE 3        -    NOTES PAYABLE

         Pursuant to a promissory note dated October 24, 1996, the 
         Company borrowed $10,000.  The note bears interest at the prime
         rate and is payable in 90 days from date of issuance.

NOTE 4        -    COMMITMENTS AND CONTINGENCIES

     a)  Lease agreement

         The Company leases its administrative office pursuant to signed lease 
         agreement commencing July 1, 1995 and expiring on June 30, 1997.
         Such lease requires monthly payments of $3,500.  Effective December,
         1996, the Company terminated this lease.  Prior to July 1, 1995
         the Company maintained its administrative office on a month to month 
         basis, free of charge at the office of Worth. Worth is an entity
         which the President of the Company is also a 50% shareholder.
         Effective January 1, 1997, the Company entered into a new lease
         for a one year term.  Such lease requires monthly payments of $3,000.

         Included in general and administrative expenses is rent expense which 
         amounted to $10,500 for the three months ended November 30, 1996 and
         1995.
           
     b)  Management agreement

         On December 15, 1995 the Company and Worth entered into a management 
         agreement with an individual for a period of three years.  Pursuant
         to such agreement, the individual shall devote such time, attention
         and efforts to management services as may be reasonably required
         by the Company and Worth.  The Company and Worth will pay such 
         individual an amount equal to twenty-five percent (25%) of the
         gross profit from sales made by the Company.  Such payments are
         payable monthly after the collection of receivables from said
         sales.  For the three months ended November 30, 1996, no payments
         were made or are due to such individual.

     c)  Significant customers and vendors

         i)  For the three months ended November 30, 1996 and 1995, the 
             Company had one sale made during each three month period to
             unrelated customers which accounted for 100% of the total
             sales.

         ii) For the three months ended November 30, 1996 and 1995, the 
             Company purchased 100% of its cost of goods sold from Double
             Seal Ring, Inc.  ("Double") one of its founding shareholders.

      d) Concentration of credit risk

         Due to its current limited sales, the Company has a high 
         concentration of credit risk until such transactions are completed.
         The Company is actively seeking sales outside of the United States.
         If such sales occur, the revenue and subsequent collections will be
         subject to the fluctuations such sales generate, both from currency
         and political changes.  The Company's machinery and equipment is
         located in the Czech Republic.  The Company's primary source of
         inventory is currently Skoda and as such, it is subject to Skoda's
         risks of business and its continued financial health, as well as the
         risks associated with foreign businesses, both from currency and
         political changes.

<PAGE>

NOTE 4  - COMMITMENTS AND CONTINGENCIES (Cont'd)

      e) 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 shall result in a finder's fee to Prime of two
         percent (2%) of the gross sales price or ten percent (10%) of
         the adjusted gross profit resulting from the sales.  Such 
         payments are due 45 days after each quarter-annual calendar
         period.

      f) Dependence on Skoda

         The Company's operations are dependent on Skoda since Skoda is 
         responsible for the manufacturing of all of the Company's products.
         The Company faces risks of the inability to obtain products in the
         event of production problems of Skoda due to labor problems,
         governmental regulations, working capital deficiencies, political 
         unrest and other problems which may result in the inability of Skoda
         to fulfill orders of the Company.

NOTE 5  - RELATED PARTY TRANSACTION

      a) Accounts payable

         At November 30, 1996, the Company had accounts payable totalling 
         $17,337 which was due to Double, one of its founding stockholders.

      b) Notes receivables - Stockholder and related parties

         From February 1995 to August 1995, the Company made loans at various 
         terms . As of August 31, 1996 the balance amounted to $62,985,
         inclusive of accrued interest, from a shareholder and to entities
         which such shareholder is also an officer.  Said shareholder is not
         an officer or director of the Company.  These amounts were repaid
         during October 1996.

      c) Accrued expenses

         Included in accrued expenses at November 30, 1996 and August 31, 1996 
         is $46,182 and $35,354, respectively of management services which are
         owed to an affiliate of the Company's President and Secretary.

      d) Due to stockholder

         Included in due to stockholder at November 30, 1996 and August 31, 
         1996 is $18,252 and $18,252, respectively which represents the
         balance due an affiliate for the purchase of its customer list and
         $46,450 and $93,050, respectively due the Company's President and
         Secretary for funds advanced to the Company.

      e) Management fees

         For the three months ended November 30, 1996 and 1995 the Company 
         recorded $18,000 and $18,000 respectively for management fees and
         travel allowance to Worth, a founding stockholder.  The Company's
         President and Secretary is a 50% shareholder of Worth.

<PAGE>

NOTE 6  -  SUBSEQUENT EVENTS

      a) Letter's of intent

         (i)    The Company entered into a Letter of Intent dated August 23,
                1996 with Krizik, a.s. ("Krizik"), a Company organized and
                registered in the Slovak Republic, to form a subsidiary to
                market, finance and sell Krizik's products (meters and
                related products) effective January 1, 1997.  As of November
                30, 1996, the Company is continuing its negotiations with 
                Krizik.

         (ii)   The Company has entered in to a Letter of Intent dated
                December 3, 1996 with Golden Grove Business, Inc. ("GGB") to
                merge GGB, and its operations as the authorized agent
                for Tantra, a.s. in Central and South America, and the
                Caribbean, into the Company.
 

<PAGE>

ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

MANAGEMENT PLANS

     Negotiations with Krizik, a.s., are continuing.  Krizik is an ISO9000
     certified manufacturer of electrical flow meters and related devices,
     located in Slovak Republic.  The negotiations are based upon the binding 
     Letter of Intent signed by Krizik and SDC providing for the marketing,
     sales, and order/inventory financing to be provided by SDC.  If an
     agreement is finalized, revenues are  estimated to be $15,000,000 to
     $18,000,000 per year, for the fiscal year beginning September, 1997.

     Discussions with GGB, Inc., the exclusive South American distributor of
     Czech-made TATRA heavy duty trucks continue.  It is planned that SDC will
     acquire GGB, thereby acquiring the marketing rights to TATRA products, as
     well as acquiring marketing and management personnel experienced in that
     marketplace.

     Restructuring changes of marketing and some management personnel within
     Skoda have caused SDC to delay its marketing activities.  SDC must await
     new marketing information and product prices before proceeding to
     develop its own market programs.  This delay, though possibly positive
     in the long-term, has a negative effect upon SDC's operations in the
     short term.

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

     RESULTS OF OPERATIONS

     Three months ended November 30, 1996 as compared to three months ended
     November 30, 1995

     For the three month period ended November 30, 1996, the Company reported
     revenues of $27,072.  The Company has received conditional orders from
     Skoda customers totalling approximately $1,300,000; however, these orders
     have not been shipped.  The Company has posted $80,000 of performance 
     bonds for orders received.  Discussions have been made and are continuing
     with sources for export and sales financing which could help the Company
     develop its markets and customers.  The Company is discussing with Skoda,
     a.s., the Czech company which controls Skoda, possibilities of expanding
     markets and products on a global non-exclusive basis rather than
     only on the exclusive North and South America territory currently in
     effect.  This would allow the Company to market the products in response
     to inquiries received from other territories.

     Costs of goods sold for the three month period ended November 30, 1996
     was approximately 64% of sales.  Management believes that costs of goods
     sold in the future may be at this percentage which is deemed acceptable
     for this type of sales transactions, i.e., purchase and resale of spare
     parts.

     Operating expenses for the three month period ended November 30 1996 were
     approximately $176,910.  Operating expenses in the quarter ended November
     30, 1996, without including amortization and depreciation, decreased
     approximately 60% compared to the same operating expenses during the
     previous first quarter ending November 30, 1995.  Management does not
     expect operating expenses (non-depreciation and non-amortization) to
     continue to decrease.  Operating expense categories which exceeded
     $5,000, for the three month period ending November 30, 1996 were; 
     amortization & depreciation $117,152; office rent $10,500; compensation
     & salary $18,000; travel & lodging $11,638; and stock related costs of
     $8,197.

<PAGE>

ITEM 2  -  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS (Cont'd)

     Three months ended November 30, 1996 as compared to three months ended
     November 30, 1995 (Cont'd)

     Operating expenses for the period ended November 30, 1995 were $234,901.
     Operating expenses categories which exceeded $5,000 for the period were:
     Amortization & Depreciation $78,765; Freight for sample/products $26,639;
     Office rent $11,052; Consulting $20,745; Legal & Accounting $26,487;
     Compensation & Salary $18,000; Travel & Lodging $20,358; Outside
     marketing services $8,904; and Telephone & Facsimile $5,890.

     LIQUIDITY AND CAPITAL RESOURCES

     Net cash used for the Company's operating activities for the three 
     month period ended November 30, 1996 was approximately $41,000.  Net cash
     provided by the Company's investing activities for the three month period
     ended November 30, 1996 was approximately $63,000.  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, the Company will
     be required to obtain additional financing or equity capital.  There is
     no assurance that such financing or equity capital will be available.

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

     Net cash used for financing activities for the three month period ended
     November 30, 1996 was approximately $21,600.  This decrease in net cash
     was attributable to the payment on a loan from stockholder of 
     $50,000 and proceeds from  notes payable to related and unrelated
     parties of $13,400 and sale of common stock of $15,000.
                                               
     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.

      
<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

<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,
thereunto duly authorized.

                                            SDC INTERNATIONAL, INC.


May 13, 1997                                BY:/s/Ronald A. Adams
                                               Ronald A. Adams, President


     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.


/s/Ronald A. Adams                          May 13, 1997
Ronald A. Adams, Director and
President (Principal Executive
Officer and Principal Financial
Officer)


/s/Henry s. Green, Jr.                      May 13, 1997
Henry S. Green, Jr., Director