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, 2001
                                                --------------

                                      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.)

      777 S. Flagler, Suite 800W
      W. Palm Beach, Florida                                   33401
----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip code)


                 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)


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: 12,018,703 shares outstanding
as of March 31, 2001.  Preferred stock, par value $.001 per share: no
shares outstanding as of March 31, 2001



<PAGE>


              SDC INTERNATIONAL, INC. and SUBSIDIARY INDEX



ITEM 1 - FINANCIAL STATEMENTS

Condensed Balance Sheet (Unaudited)
March 31, 2001
                                                                       F-1

Condensed Statements of Operations
(Unaudited) for the three months ended March 31, 2001
and March 31, 2000                                                     F-2


Condensed Statements of Stockholders'
Deficiency (Unaudited) for the three months ended
March 31, 2001                                                         F-3

Condensed Statements of Cash Flows (Unaudited)
for the three months ended March 31, 2001 and March 31, 2000           F-6

Notes to Condensed Financial Statements                             F-7 - F-8


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                  8


PART II - OTHER INFORMATION                                             11


SIGNATURES                                                              12



<PAGE>    2



SDC INTERNATIONAL, INC. AND SUBSIDIARY


Condensed Balance Sheet (Unaudited)

                                                            March 31,
                                                              2001
                                                           -----------
ASSETS
Current assets:
  Cash                                                     $    41,450
  Inventory                                                     10,906
  Note receivable - current portion, net of
    unrealized gain of $32,759                                  17,241
                                                           -----------
          Total current assets                                  69,597

Machinery and equipment, net                                     3,153
Note receivable - noncurrent portion, net of
  unrealized gain of $65,519                                    34,481
                                                           -----------
                                                           $   107,231
                                                           ===========
LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses                    $     5,779
  Due to related parties, including accrued
    interest of $100,623                                       650,623
                                                           -----------
         Total current liabilities                             656,402
                                                           ===========

Commitments

STOCKHOLDERS' DEFICIENCY
Preferred stock $.001 par value, 25,000,000
  shares authorized, none issued and outstanding
Common stock $.001 par value, 25,000,000 shares
  authorized, 12,018,703 shares issued and outstanding          12,018
Additional paid-in capital                                  18,199,557
Accumulated deficit                                        (18,760,746)
                                                           -----------
                                                              (549,171)
                                                           -----------
                                                           $   107,231
                                                           ===========



See notes to financial statements                                        F-1



<PAGE>   3


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Condensed Statements of Operations (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months    Three Months
                                                      Ended           Ended
                                                    March 31,        March 31,
                                                       2001            2000
                                                  ------------    ------------
<S>                                               <C>             <C>

Sales                                                             $     70,240
Cost of sales                                                           67,078
                                                                  ------------
Gross profit                                                             3,162
                                                                  ------------

Expenses:
  Selling, general and administrative,
  including $203,500 and $0 paid by
  issuance of stock, respectively                 $    520,414         272,408
                                                  ------------    ------------
         Total expenses                                520,414         272,408
                                                  ------------    ------------

Loss from operations before interest expense          (520,414)       (268,846)

Interest expense including amortization of
  debt discount and $38,201 and $218,850 paid
  by issuance of stock, respectively                   (57,452)       (323,853)
                                                  ------------    ------------
Loss from continuing operations                       (577,866)       (592,699)

(Loss) income from operations of discontinued
  subsidiary                                                            (1,550)
                                                  ------------    ------------
Net loss                                          $   (577,866)   $   (594,249)
                                                  ============    ============

Net loss per share - Basic and diluted:
Loss from continuing operations                      $(0.05)           $(0.07)
Loss from operations of discontinued subsidiary                           Nil
                                                     ------            ------
Net loss                                             $(0.05)           $(0.07)
                                                     ======            ======

Weighted average shares outstanding                11,820,000        8,591,000
                                                   ==========        =========

</TABLE>



See notes to financial statements                                        F-2



<PAGE>   4


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Condensed Statement of Stockholders' Deficiency (Unaudited)

<TABLE>
<CAPTION>

                                         Common Stock            Additional
                                                       Par        Paid-in      Accumulated
                                      Shares          Value       Capital         Deficit         Totals
                                    ----------      ---------   ------------   -------------   -------------
<S>                                 <C>             <C>         <C>            <C>             <C>

Balance - December 31, 2000         10,881,703      $  10,881   $ 17,618,993   $(18,182,880)   $   (553,006)
Issuance of common stock in
  connection with loan
   agreements                           45,000             45         38,156                         38,201
Issuance of common stock in
  connection with services to
  the Company                          317,000            317        203,183                        203,500
Sale of common stock                   775,000            775        339,225                        340,000
  Net loss for the period                                                          (577,866)       (577,866)
                                    ----------      ---------   ------------   ------------    ------------
Balance - March 31, 2001            12,018,703      $  12,018   $ 18,199,557   $(18,760,746)   $   (549,171)
                                    ==========      =========   ============   ============    ============

</TABLE>




See notes to financial statements                                        F-3



<PAGE>   5


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Condensed Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months    Three Months
                                                      Ended           Ended
                                                    March 31,        March 31,
                                                       2001            2000
                                                  ------------    ------------
<S>                                               <C>             <C>
Cash flows from operating activities:
Net loss                                          $   (577,866)   $   (594,649)
Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                          400             400
    Amortization of debt discount
	66,875
    Expenses paid by issuance of stock                 241,701         218,850
    Loans in excess of loss from operations
      of discontinued subsidiary                                         1,550
    Changes in:
      Inventory                                                         51,500
      Prepaid expenses                                              	15,000
      Accounts payable and accrued expenses            (19,639)       (116,215)
      Accrued interest                                  19,250          38,992
                                                  ------------    ------------
        Net cash used in operating activities         (317,698)       (317,697)
                                                  ------------    ------------

Cash flows from financing activities:
Proceeds from sale of common stock                     340,000
Proceeds of loans from related parties                                 203,000
Repayment of loans from related parties                (18,672)        (12,203)
                                                  ------------    ------------
Net cash provided by financing activities              321,328         190,797
                                                  ------------    ------------

Net decrease in cash                                   (14,826)        126,900)
Cash, beginning of period                               56,276         170,893
                                                  ------------    ------------
Cash, end of period                               $     41,450    $     43,993
                                                  ============    ============


Supplemental disclosure of noncash investing
  and financing activities:
Issuance of common stock in payment stockholder
  loans and accrued interest                                      $    739,770


</TABLE>



See notes to financial statements                                        F-4



<PAGE>   6


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Condensed Notes to Financial Statements (Unaduited)
March 31, 2001


NOTE A - THE COMPANY AND BASIS OF PREPARATION

The accompanying financial statements include the accounts of SDC
International, Inc., (the "Company") and, through the date of disposition
on June 30, 2000, its wholly-owned subsidiary Skobol, s.a. ("Skobol")
after elimination of all significant intercompany transactions and
balances.  In addition, the Company has an inactive subsidiary in the
Czech Republic.  During the years ended December 31, 2000 and 1999, the
Company has been attempting to acquire or enter into a joint venture with
manufacturing entities in Central and Eastern Europe and has been
incurring expenses in connection therewith.

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. On
June 30, 2000, the Company sold the subsidiary and, accordingly, the
subsidiary has been accounted for as a discontinued operation in the
accompanying financial statements.

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 March 31, 2001 and 2000 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, 2000, included in the Company's Form
10-KSB, filed with the Securities and Exchange Commission.


NOTE B - DUE TO RELATED PARTIES

[1]	Loans from stockholders:

During 2000 and 1999, the Company borrowed $200,000 from stockholders
by issuing unsecured notes which are repayable in periods ranging
from 90 to 180 days, at a stated interest rate of 14% per annum.
During 2000, holders of notes with outstanding principal balances of
$200,000 converted their notes, together with accrued interest of
$37,378, into 323,944 shares of common stock. As of March 31, 2001,
outstanding balances payable under notes amounted to $550,000,
together with accrued interest of $100,623.  On February 7, 2001, the
stockholder holding such notes agreed to extend the repayment date of
the notes from January 1, 2001, to the earlier of 10 days after the
closing of a planned acquisition or January 20, 2002.  During the
three months ended March 31, 2001 and 2000, interest expense on the
notes amounted to $19,250 and $38,992, respectively.

NOTE C - 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 $6,000 and $6,000
during the three months ended March 31, 2001 and 2000, respectively.

Included in general and administrative expenses is rent expense for
the above and other rentals which totaled $13,158 and $7,803 for the
three months ended March 31, 2001 and 2000, respectively.

[3]	Executive compensation:

For the three months ended March 31, 2001 and 2000, respectively, the
Company incurred management fees of $39,000 and $39,000, payable to
its Chief Executive Officer.

For the three months ended March 31, 2001 and 2000, respectively, the
Company incurred management fees of $39,000 and $39,000 to its
President.



                                                                         F-5



<PAGE>   7

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 originally 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.  Because of a lack
of working capital condition within the manufacturers of such
equipment, the products could not be delivered in an acceptable time
period to the customers of the Company.

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.

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
1998, the Company executed letters of intent and agreements to
purchase Tatra, a.s.  However, due to changes within the organization
of the seller of Tatra, which were beyond the control of the Company,
the transaction has not been consummated, and the Company continues
its efforts toward the Tatra 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.

During the last quarter of 1999, the Czech government-owned
Konsolidacni Bank took over ownership of and the process of disposing
of Tatra.  During the first quarter of 2000, Konsolidacni Banka
engaged the Czech Revitalization Agency, a subsidiary if the
Konsolidacni Banka, to perform the process of selling Tatra.  A
Confidential Memorandum was sent to the Company regarding the proposed
sale, a Confidentiality Agreement was signed, and discussions have
subsequently begun with various parties in the Czech Republic which
are connected with Tatra and its sale process.  In accordance to the
requirements of the Memorandum, on June 12, 2000, the Company
submitted its letter requesting negotiations with the Revitalization
Agency to begin for the Company's proposed acquisition of Tatra.

During June, 2000, in preparation for the planned acquisition of
Tatra, the Company hired Mr. Henry Keifer to become its General
Manager and Vice Chairman of the Board of Tatra, a.s., subject to the
closing of such an acquisition. His career includes positions as
Managing Director of PACCAR Australia, President and Managing Director
of PACCAR U.K., and General Manager of Kenworth Truck.  His foreign


<PAGE>    8


experience includes six years in England, three years in Russia, and
two years in Australia.

In the last quarter of year 2000, the Company established a strategic
shareholder  relationship with Terex Corporation.  Providing SDC is
successful in acquiring Tatra, the Company would utilize Terex's
extensive global network for Tatra's distribution.  Terex, with over 2
billion dollars in annual revenues, has a worldwide network of dealers
in over 1000 locations within more than 60 countries.  Additionally,
Tatra could introduce Terex products in areas where Tatra has been a
prevalent supplier, such as Russia, India, and China.

In compliance with the request of the Revitalization Agency of the
Czech Republic, on August 28, 2000, the Company submitted its offer to
acquire Tatra, a.s.  As the sale process moves forward, there have
been, and continue to be, numerous meetings with the Revitalization
Agency regarding the Company's offer.  The Company's due diligence is
being updated during the first half of 2001.

Beginning in March, 2001, the Company initiated due diligence on
location in the Tatra facility.  The Company was represented in this
effort by fourteen professionals, including four attorneys, five tax
and audit personnel, and Company management.  By early June, the
Company expects to have concluded its final due diligence reports and
to have received the initial draft of the acquisition agreement being
prepared by Czech government representative in charge of the sale of
Tatra.  The Company believes it will conclude the agreement during
June, 2001.

The Company believes closing of the sale of Tatra will be occur during
late summer of 2001 and that the Company has a reasonable chance of
acquiring approximately 92% ownership of Tatra.  However, as the
Company has executed a Confidentiality Agreement with the
Revitalization Agency, until the negotiations are concluded, either by
termination or by execution of a purchase agreement, the Company
cannot and will not publicly disclose any information regarding such
matters.

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 the acquisition of Tatra, a. s., and arranging strategic
alliances related for Tatra rather than devoting its time to beginning
its marketing and sales development.  Therefore, the Company's
revenues to date are not the result of marketing efforts by the
Company. The Company records revenue when products are shipped.
During the quarter ended March 31, 2000, the Company recorded revenue
of $70,240 and none during subsequent quarters.

Operating expenses for the three months ended March 31, 2001, were
$248,006 more than in the three months ended March 31, 2000.  The
Company's net loss of $577,866 for the three months ended March 31,
2001 was less than the three month loss for the period ending March
31, 2000, which was $594,249.  However, these losses include certain
non-cash charges as follows:


<PAGE>    9



                                 thru March 31, 2001    thru March 31, 2000
                                 -------------------    -------------------
Expenses paid by Issuance of
  common stock                        $  241,701             $  218,050
Amortization of Debt Discount                  0                 66,875
                                      ----------             ----------
TOTAL NON-CASH CHARGES                $  241,701             $  285,725


Accordingly, the Company's three month cash loss before the above
charges amounted to approximately $336,165 in 2001 and $308,924 in
2000.

LIQUIDITY AND CAPITAL RESOURCES

  At the end of March 31, 2001, the Company had a working capital
deficit of $586,705, which was less than its working capital deficit
at December 31, 2000, which was $ 591,040.  However, when considering
shareholder loans to be long term debt, the working capital is
positive $63, 818 rather than a deficit at March 31, 2001.  Net cash
used for the Company's operating activities for the three months ended
March 31, 2001 amounted to $317,698, whereas the net cash used for
operating activities for the three months ended March 31, 2000
amounted to  $317,697.  Net cash provided by financing activities in
the three months ended March 31, 2001 was $321,328 compared to
$190,797 for the three months ended March 31, 2000.  Total cash at
March 31, 2001 was $41,450 compared to $43,993 at March 31, 2000 and
$56,276 at December 31, 2000.

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 at
the time when such capital may be needed.  In December, 2000, the
Company increased its authorized shares of common stock from
10,000,000 to 25,000,000 and authorized 25,000,000 shares of preferred
stock.  These authorizations were necessary in order to effect
capitalization to be applied for acquisition of a targeted company and
companies which may be targeted for acquisition in the future,
according to the business plans of the Company.

Negative cash flows from the Company's pursuit of an acquisition are
anticipated to continue until the Company has reached agreement, if
any can be reached, providing for an acquisition and then only if
suitable financing of any such acquisition is received by the Company.
The Company acknowledges that there is no assurance that it will be
able to obtain suitable capital or financing at the time of any such
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.



<PAGE>    10


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>    11


                             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

May 15, 2001


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

                                   SDC INTERNATIONAL, INC.



                                   BY:/s/Ronald A. Adams
                                      -------------------------
                                      Ronald A. Adams, Chairman,
                                      and Acting Chief Financial
                                      Officer
May 15, 2001



<PAGE>    12