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

                           FORM 10-QSB

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

For the quarterly period ended      February 28, 1998  
                                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: 3,078,452 shares
outstanding as of February 28, 1998.

<PAGE>

             SDC INTERNATIONAL, INC.  AND SUBSIDIARY
                              INDEX


PART 1 - FINANCIAL INFORMATION:

ITEM 1 - FINANCIAL STATEMENTS

Consolidated Balance Sheets February 28, 1998 (Unaudited)
and August 31, 1997                                            F-1

Consolidated Statements of Operations (Unaudited) 
for the three months ended February 28, 1998 and 1997          F-2

Consolidated Statements of Operations (Unaudited) 
for the six months ended February 28, 1998 and 1997            F-3

Consolidated Statement of Stockholders' Equity
(Unaudited) for the six months ended February 28, 1998         F-4

Consolidated Statements of Cash Flows (Unaudited)
for the six months ended February 28, 1998 and 1997            F-5

Notes to Consolidated Financial Statements                  F-6 - F-10

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS      F-11 - F-14

PART II - OTHER INFORMATION                                     F-15


<PAGE>
             SDC INTERNATIONAL, INC.  AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                                 

<TABLE>
<CAPTION>
                                             (Unaudited)
                                               February 28,        August 31,
                                                  1998               1997       
<S>                                          <C>                   <C>
                              ASSETS
Current assets:
    Cash$                                      163,573             $   15,199
    Cash - restricted                           80,960                330,932
    Accounts receivable                        153,117                   -  
    Inventory                                  430,062                   -  
    Other current assets                        13,500                 23,778
    Total current assets                       841,212                369,909

    Machinery and equipment, net             3,355,429              3,489,341

Other assets:
    Exclusive agency rights, net               215,544                263,485
    Customer list, net                          84,375                140,625
    Deferred offering costs                     50,000                   -  
    Organizational costs, net                    5,732                  7,643
    Total other assets                         355,651                411,753

    Total assets$                            4,552,292$             4,271,003


  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable$                           70,467            $    53,793
    Accounts payable - related party            73,477                   -  
    Accrued expenses                           109,723                 36,467
    Note payable - short term                  105,175                215,000
    Due to officer                              15,739                 27,036
    Total current liabilities                  374,581                332,296

  Excess of net assets acquired over cost,     531,471                   -  
  net

 Commitments and contingencies (Note 4)              

Stockholders' equity:
  Common stock $.001 par value, authorized
  10,000,000 shares, issued and outstanding
  3,426,952 and 2,639,484 shares,
  respectively                                   3,427                  2,639
    Additional paid-in capital               7,369,052              6,345,643
    Accumulated deficit                     (3,576,064)            (2,409,575)
    Sub-total                                3,796,415              3,938,707
       Deferred costs                         (150,175)                  -  
    Total stockholders' equity, net          3,646,240              3,938,707

  Total liabilities and stockholders'
  equity                                   $ 4,552,292            $ 4,271,003

</TABLE>



  See accompanying notes to consolidated financial statements.


  <PAGE>

                    SDC INTERNATIONAL, INC.  AND SUBSIDIARY
  
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE THREE MONTHS ENDED
                                (UNAUDITED)


  <TABLE>
  <CAPATION>
                                                       February 28,     February 28,
                                                          1998            1997           
<S>                                                    <C>              <C>
  Sales$                                                    11,393      $  1,308,507

  Cost of goods sold                                         6,384         1,262,211

  Gross profit                                               5,009            46,296

Expenses:
    Selling, general and administrative                    257,514            73,997
    Depreciation and amortization                          116,837           117,151
    Stock-based consulting and compensation                467,714              -  
  Total expenses                                           842,065           191,148

Loss from operations before other income and provision
   for income taxes                                       (837,056)         (144,852)

Other income (expense):
   Amortization of excess of net assets acquired over
   costs                                                    14,000              -  
    Interest income                                             14               754
    Interest expense                                       (15,050)             (376)
    Foreign currency exchange loss                          (1,264)             -  
       Total other income (expense)                         (2,300)              378

  Loss before provision for income taxes                  (839,356)         (144,474)

  Provision for income taxes                                  -                 -  

  Net loss$                                               (839,356)       $ (144,474)

Loss per common equivalent share:
  Basic:
       Net loss$                                              (.26)       $     (.07)

  Weighted average number of shares outstanding          3,206,318         2,204,265

</TABLE>


        See accompanying notes to consolidated financial statements

<PAGE>
                 SDC INTERNATIONAL, INC.  AND SUBSIDIARY


                   CONSOLIDATED STATEMENTS OF OPERATIONS
                         FOR THE SIX MONTHS ENDED
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                       February 28,     February 28,
                                                          1998            1997           
<S>                                                    <C>              <C>
  Sales$                                                    63,738      $  1,335,579

  Cost of goods sold                                        31,878         1,279,548

  Gross profit                                              31,860            56,031

Expenses:
    Selling, general and administrative                    489,621           133,755
    Depreciation and amortization                          239,426           234,303
    Stock-based consulting and compensation                467,714              -  
  Total expenses                                         1,196,761           368,058

Loss from operations before other income and provision
   for income taxes                                     (1,164,901)         (312,027)

Other income (expense):
    Amortization of excess costs                            28,000              -  
    Interest income                                          3,720             1,508
    Interest expense                                       (27,361)             (376)
    Foreign currently exchange loss                         (5,947)             -  
       Total other income (expense)                         (1,588)            1,132

  Loss before provision for income taxes                (1,166,489)         (310,895)

  Provision for income taxes                                  -                 -  

  Net loss$                                             (1,166,489)      $  (310,895)

Loss per common equivalent share:
  Basic:
       Net loss$                                              (.39)      $      (.14)

  Weighted average number of shares outstanding          2,975,290         2,204,265

</TABLE>

        See accompanying notes to consolidated financial statements


<PAGE>

                  SDC INTERNATIONAL, INC.  AND SUBSIDIARY
              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Additional                                            Total
                                        Common Stock         paid-in      Accumulated        Deferred          Stockholders'
                                      Shares     Amount      capital      Deficit            Costs                Equity
<S>                                 <C>          <C>         <C>          <C>                <C>               <C>     

Balances at September 1, 1997       2,639,484    $ 2,639    $ 6,345,643   $(2,409,575)      $    -             $ 3,938,707

Issuance of common stock in
 connection with private placement
 memorandum, net of offering costs
       of $62,817                     273,968        274        347,859         -                -                 348,133

Issuance of common stock pursuant
 to the 1997 Non-Qualified Stock
       Option Plan                    358,500        359        535,880         -             (194,400)            341,839
                               

Issuance of common stock for services 155,000        155        139,670         -              (13,125)            126,700

Amortization of deferred costs           -           -             -            -               57,350              57,350

Net loss for the six months ended
 February 28, 1998                       -           -             -       (1,166,489)           -              (1,166,489)

Balances at February 28, 1998       3,426,952    $ 3,427     $7,369,052   $(3,576,064)       $(150,175)        $ 3,646,240

</TABLE>

         See accompanying notes to consolidated financial statements.

<PAGE>

                   SDC INTERNATIONAL, INC.  AND SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE SIX MONTHS ENDED
                                 (UNAUDITED)


<TABLE>
<CAPTION>
                                                     February 28,     February 28,
                                                          1998            1997           
                                                   
<S>                                                  <C>              <C>
Cash flows from operating activities:
    Net loss                                         $ (1,166,489)    $  (310,895)
 Adjustments to reconcile net loss to net
   cash used for operating activities:
    Amortization and depreciation                         283,176         234,303
    Common stock issued for services                      468,539            -  
  Decrease (increase) in:
    Accounts receivable                                    (4,898)     (1,323,382)
    Inventory                                             (47,484)           -  
    Other assets                                            1,903          17,999
   Increase (decrease) in:
    Accounts payable                                        3,469          (3,711)
    Accounts payable - related party                       13,477       1,278,726
    Accrued expenses                                       75,432          25,672
   Net cash (used for) provided by operating
     activities                                          (372,875)        (81,288)

Cash flows from investing activities:
    Acquisition of subsidiary, net of cash acquired        44,878            -  
    Acquisition of customer list                             -             62,985
    Purchase of machinery and equipment                    (5,437)           -  
    Decrease (increase) in restricted cash                249,972          (1,508)
   Net cash provided (used for) by investing
     activities                                           289,413          61,477

Cash flows from financing activities:
    Proceeds from issuance of note payable                100,000          30,000
    Repayment of notes payable                           (215,000)           -  
    Proceeds from stockholder                              60,000          32,500
    Proceeds from sale of common stock                    410,950          15,000
    Costs associated with sale of common stock            (62,817)           -  
    Deferred offering costs                               (50,000)           -  
    Repayment of loans from stockholder                   (11,297)        (50,000)
    Net cash provided by financing activities             231,836          27,500

  Net increase in cash                                    148,374           7,689

  Cash at beginning of period                              15,199            -  
  Cash at end of period$                                  163,573       $   7,689

Supplemental disclosures:
    Interest paid$                                         13,436       $    -  
    Income taxes paid$                                       -          $    -  

Supplemental disclosure of non-cash investing
  activities:
    Issuance of common stock for services              $  207,525       $    -  

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


NOTE 1        -    ORGANIZATION

         SDC International, Inc., ("the Company") was incorporated
         in the State of Delaware for the purpose of developing
         and marketing an exclusive agency agreement acquired from
         Diesel, a.s. (formerly known as 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.  Skoda was formed in Czechoslovakia in
         the year 1899.

         During April 1997, the Company acquired the outstanding
         common stock of Golden Grove Business, Inc., ("GGB"), a
         Panama Corporation and subsequently dissolved GGB. 
         During November 1997, the Company acquired the
         outstanding common stock of Skobol, S.A., ("Skobol"), a
         Bolivia Corporation.

         The Company's machinery and equipment is located in the
         Czech Republic.

         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 and
         six 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, 1997,
         included in the Company's Form 10-KSB, filed with the
         Securities and Exchange Commission.

NOTE 2 - EXCLUSIVE AGENCY RIGHTS, NET

      a) On April 21, 1994, one of the founding stockholders
         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 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 sixth year after the
         execution of the agreement.  As consideration for the
         purchase of these exclusive agency rights, the Company
         issued 51,650 shares of its common stock to Skoda.

      b) In October 1995 the Company purchased the exclusive
         rights to market and sell Skoda Diesel products into the
         countries of China and South Korea based upon the
         following terms:

         South Korea
            i) During the year 1997, sales to South Korea must be in
               the amount of at least $2,400,000.
           ii) During the year 1998, sales to South Korea must be in
               the amount of at least $3,600,000.
           iii)Each year thereafter, sales to South Korea must be in
               the amount of at least $5,000,000.

<PAGE>

          The Company paid Skoda a one-time fee of $50,000 for the
          acquisition of such exclusive rights.

NOTE 2 - EXCLUSIVE AGENCY RIGHTS, NET (Cont'd)

         b) (Cont'd)

            China
            i) During the year 1997, sales to China must be in the
               amount of at least US $3,000,000.
           ii) During the year 1998, sales to China must be in the
               amount of at least US $4,500,000.
          iii) During the year 1999, sales to China must be in the
               amount of at least US $6,000,000.

         The Company paid Skoda a one-time fee of $100,000 for the
         acquisition of such exclusive rights.  The agency rights
         from China and Korea are amortized on a monthly basis
         over (5) years.

         On April 18, 1996, the Company entered into a
         modification agreement whereby all such sales levels were
         postponed for one year.

NOTE 3  -  ACQUISITIONS

         a) On April 24, 1997, the Company acquired for $120,000 plus
            48,000 common shares all the issued and outstanding
            common stock of GGB.  GGB had acquired an exclusive
            agency contract with Tatra a.s. (a Czech Republic truck
            manufacturer) to market and sell Tatra's products.  The
            Company amortized such agency rights over the estimated
            remaining useful life of four years.  Accordingly, for
            the three and six months ended February 28, 1998,
            amortization expense amounted to $13,242 and $26,484.

         b) On November 18, 1997, the Company acquired 100% of the
            common stock of Skobol Joint Stock Company ("Skobol")
            from Skobol's parent, Motokov International Joint Stock
            Company for $78,000.  The acquisition was retroactively
            effective to September 1, 1997.  The acquisition was
            accounted as a purchase with the results of Skobol
            included from the acquisition date.  Skobol is a
            distributor of Czech Republic products within the country
            of Bolivia.

            The acquisition of Skobol resulted in an excess of net
            assets acquired over costs of $559,471 after application
            to all non current assets acquired.  This amount is being
            amortized on a straight-line basis over ten years from
            date of acquisition.  Accordingly, for the three and six
            months ended February 28, 1998, amortization income
            amounted to $14,000 and $28,000, respectively.

NOTE 4 - NOTE PAYABLE

         a) The Company had two bank lines-of-credit which provided
            short-term borrowings up to $220,000.  Interest on
            advances was payable quarterly at a fixed rate of 4.32%. 
            The lines-of-credit expired on October 19, 1997 and were
            secured by a certificate of deposit amounting to
            $250,000.  During October 1997, the certificate of
            deposit was redeemed and such lines of credit were
            repaid.

<PAGE>

         b) During October 1997, the Company borrowed $100,000 from
            an individual which is payable in 180 days at an interest
            rate of 14%.  In connection with such borrowing, the
            Company issued 15,000 common shares as additional
            consideration.  See Note 5(c).  The issuance of such
            shares results in an effective interest rate of 40%.  As
            of February 28, 1998, the Company had accrued $5,175 of
            interest and amortized $8,750 of deferred interest in
            relation to this note.

NOTE 5  -  STOCKHOLDERS' EQUITY

         a) Private Placement Memorandum

            On February 24, 1997, the Company commenced and privately
            offered pursuant to rule 505, Regulation D, on a best
            efforts basis, no more than 500,000 shares of common
            stock in a ninety-day period (before extentions) of its
            $.001 par value common stock at $1.50 per share before
            deducting discounts, commissions and non-accountable
            expenses. During the six months ended February 28, 1998,
            the Company sold an aggregate of 273,968 shares yielding
            net proceeds of $348,133.

         b) 1997 Non-qualified stock option plan

            On September 5, 1997, the Company established a Non-
            Qualified Stock Option Plan ("the Plan") pursuant to
            which 750,000 shares of common stock are reserved for
            issuance.  The option price per share is determined by
            the Board of Directors at the time any options are
            granted.  The Plan is designed to serve as an incentive
            for retaining qualified and competent persons who are key
            employees, consultants, representative, officers and
            directors of the Company.  During the three months ended
            November 30, 1997 and February 28, 1998, the Company
            issued 150,000 and 208,500 shares pursuant to the Plan. 
            Such shares have been valued at $253,200 and $283,039
            representing 75% of the average market value during the
            month of issuance as a result of the illiquidity of the
            Company's stock.  In connection with the issuance of such
            shares, the Company recorded $341,839 as stock-based
            compensation and the remaining balance amounting to
            $194,400 has been recorded as deferred consulting costs
            to be amortized on a monthly basis over 12 months. 
            Accordingly, for the three and six months ended February
            28, 1998, amortization expense amounted to $48,600.

         c) Deferred interest

            In connection with the obtaining of a loan, the Company
            issued 15,000 shares of common stock as additional
            consideration.  Such shares have been recorded at 75% of
            the average market value of the stock during the month of
            issuance as a result of the illiquidity of the Company's
            stock.  Accordingly, the Company has recorded deferred
            interest of $13,125 which is being amortized over the
            term of the loan.  For the three and six months ended
            February 28, 1998, amortized interest amounted to $8,750.

         d) Stock-based consulting

            During the three months ended February 28, 1998, the
            Company issued 140,000 shares of restricted common stock. 
            Such shares have been valued at $126,700, representing
            50% of the average market value when issued as a result
            of the illiquidity of the Company's stock and the
            restricted nature of the shares issued.

<PAGE>

NOTE 6 -  COMMITMENTS AND CONTINGENCIES

         a) Lease agreement

            The Company leased its administrative office pursuant to
            a signed lease agreement commencing July 1, 1995 and
            expiring on June 30, 1997.  Such leases required monthly
            payments of $3,500.  Effective December 1996, the Company
            terminated this lease whereby a security deposit
            amounting to $18,000 was used as part of the cancellation
            settlement.  Effective January 1, 1997, the Company rents
            its executive office on a month to month basis from its
            Chief Executive Officer with monthly payments amounting
            to approximately $3,000.

            Included in general and administrative expenses is rent
            expense which amounted to $7,807  and $9,500 for the
            three months ended February 28, 1998 and 1997,
            respectively and $17,241  and $37,681, for the six months
            ended February 28, 1998 and 1997, respectively.

         b) 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 Tatra and as
            such, it is subject to their risks of business and their
            continued financial health, as well as the risks
            associated with foreign businesses, both from currency
            and political changes.

         c) Management agreement

            On December 15, 1995 the Company and Worth entered into
            a management agreement with an individual in Eastern
            Europe 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 compensate such individual an
            amount equal to twenty-five percent (25%) of the gross
            profit from sales generated by such individual in Eastern
            Europe.  Such payments are payable monthly after the
            collection of receivables from such sales.  There are no
            amounts currently payable under this agreement.

         d) 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.  There
            are no amounts currently due under this agreement.

<PAGE>

NOTE 6 -  COMMITMENTS AND CONTINGENCIES (Cont'd)

         e) Dependence on Skoda and Tatra

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

         f) Letter of intent

            On October 10, 1997, the Company signed a Letter of
            Intent with an underwriter to proceed on a "Firm
            Commitment" basis with a secondary offering of the
            Company's Common Stock and redeemable Warrants ("the
            Warrants").  The Company will offer 1,000,000 shares of
            common stock and 1,000,000 Warrants.  The 1,000,000
            shares and Warrants will be offered to the public at a
            price of $6.00 per share and $.125 per Warrant,
            respectively.  The total gross offering  amounts to
            $6,125,000.

            Each Warrant, which is redeemable in 60 months, entitles
            the holder thereof to purchase one share of Common Stock
            at 120% of the offering price of Common shares.  The
            warrant may be redeemed by the Company at $.10 each after
            the common shares have traded at 150% of the offering
            price of the common shares for 10 consecutive days.

NOTE 7 -  RELATED PARTY TRANSACTIONS

         a) Acquisition of exclusive agency rights

            In October 1995, the Company purchased the exclusive
            rights to market and sell Skoda Diesel products into the
            countries of China and South Korea.  In consideration for
            these rights the Company paid Skoda $150,000.

         b) Due to officer

            The Company's Chief Executive Officer and shareholder
            advances funds to or on behalf of the Company.  As of
            February 28, 1998, $15,739 was owed to such officer. 
            Such advances are non interest bearing and due on demand.

         c) Rent Expense

            Effective January 1, 1997, the Company rents its
            executive office on a month to month basis from its Chief
            Executive Officer with monthly payments amounting to
            approximately $3,000.

         d) Management fees

            For the three months ended February 28, 1998 and 1997,
            the Company recorded $26,000 and $18,000, respectively,
            of management fees paid to its Chief Executive Officer. 
            For the six months ended February 28, 1998 and 1997, the
            Company recorded $56,000 and $36,000, respectively, of
            management fees paid to its Chief Executive Officer.

<PAGE>

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

            The Company is the Central and South American distributor
            for Czech heavy-duty truck manufacturer TATRA.  During
            the quarter ending February 28, 1998, the company
            provided training at the Tatra factory for its initial
            service center for service and warranty work on Tatra
            trucks.  TATRA, a.s., is a Czech manufacturer of on/off-
            road heavy 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.  Engines are manufactured by TATRA, Deutz, Detroit
            Diesel or Cummins Diesel.  TATRA has ISO 9001
            certification and TATRA trucks meet all EURO II
            regulations.

            During the quarter ending February 28, 1998, the Company
            completed the registration process of its division, SDC
            Prague, s.r.o., in the Czech Republic.  SDC Prague plans
            to market and sell electrical generating and co-
            generating equipment using the components of East
            European manufacturers.

            During the quarter ending February 28, 1998, the Company
            began rebuilding the inventories of its Bolivian
            subsidiary, SKOBOL, s.a., formerly the subsidiary of
            Czech trading company Motokov International.  Skobol is
            a thirty-seven year old distributor of Czech products
            within Bolivia, and the Company plans to use this
            subsidiary as its base to expand throughout that region
            of South America with the other Czech products offered by
            the Company.  The new subsidiary provided and excess of
            $559,471 of net assets acquired over the cost of the
            acquisition.  Skobol operated at a small loss during this
            period as the products are being expanded and Skobol is
            reintroducing itself to the marketplace as a continuing
            supplier of Czech products.  The subsidiary's financial
            statements are consolidated with those of the Company.

            The Company has cancelled its plans to sell and finance
            inventories of Slovakian manufacturer Krizik, a.s.,
            because the Company has developed similar opportunities
            with companies with whom SDC has existing relationships
            and which are located within the Czech Republic where the
            Company conducts most if its business activities.

            The Company concluded its Regulation D Rule 505 offering
            of its common stock which provided a gross total of
            $740,000 for the Company.  The Five Year Growth Plan
            which was completed in August 1997 has been updated to
            reflect the positive developments of the prior six months
            and management is exploring different sources of
            additional capital and reviewing different methods of
            obtaining additional capital for the Company in order to
            execute its five year plan.

            At the close of the quarter ending February 28, 1998, the
            Company continued negotiating for a possible acquisition
            of Skoda's Diesel International operations.  Management
            and shareholder control of Diesel International (formerly
            Skoda Diesel) changed in 1996, and the Company believes
            that if an acquisition can be made on terms favorable to
            the Company, potential negative effects of the management
            and shareholder changes of 1996 will be eliminated and
            the Company could exert total control over this supplier. 
            SDC management continues to work with the management in
            place at Diesel International and relationships with
            management are satisfactory.  Discussions continue with
            two other East European manufacturers of industrial
            products which should be synergistic with the Company's
            present products and markets.

            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.

<PAGE>

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

           The Company has devoted substantial 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 the 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 results of marketing efforts by the
           Company.  The Company records revenue when products are
           shipped.  During the quarter ending February 28, 1998,
           the Company shipped $11,393 and realized a gross profit
           from those sales of $5,009.  These sales were made by the
           new subsidiary Skobol, s.a.  Management believes sales by
           Skobol will increase as its reorganization of its
           operations is completed and new inventories are provided. 
           However, Company sales and shipments will continue to be
           sporadic until a more steady flow of orders exist, and
           until the marketing efforts for larger items, such as
           electrical generating sets and trucks, can come to
           fruition.

           Operating expenses for the quarter ending February 28,
           1998, were more than in the quarter ending February 28,
           1997, due primarily to the expansion of management,
           development of additional product lines needed in order
           to enhance future growth and revenues of the Company, and
           the continuing negotiations for major strategic alliances
           which often times include paid professional advisors such
           as attorneys and accountants.  Expense categories such as
           legal, accounting, travel, and costs and expenses for
           securities matters increased due to the fact that the
           Company is a fully reporting 12 (g) company, due to the
           planned acquisition of new product lines, and due to the
           extensive discussions and negotiations in the Czech
           Republic regarding future strategic alliances and the
           possible acquisition of Diesel International.

           Total expenses for the quarter ending February 28 were
           $191,148 in 1997 and $842,065 in 1998.  Non-cash expenses
           as deprecation and amortization and payment for
           consulting services accounted for $584,551 more than
           sixty-nine percent (69%) of the expenses during the
           quarter ending February 28, 1998.  During the quarter
           ending February 28, 1998, expenses increased due to the
           increased activity level of corporate and product
           acquisition plans and related activities.  The Company's
           net loss of $839,356 for the quarter ending February 28,
           1998, includes certain non-cash charges as follows:

              Depreciation and amortization$      116,837
              Issuance of common stock as
                consideration of services         467,714

              Total non-cash charges$             584,551

           Accordingly, the Company's cash loss before the above
           charges amounted to approximately $254,805.

<PAGE>

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

           During the three months ending February 28, 1998, as
           compared to the three months ending February 28, 1997,
           operating expenses were approximately $201,517 higher. 
           Management expects operating expenses (non-depreciation
           and non-amortization), to remain at this approximate
           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 months period ending February 28,
           1998, were; Amortization and depreciation $116,837;
           Office rent $7,807; Management compensation and salary
           $116,080; Travel and lodging $45,902; Consulting $19,190;
           Legal and accounting $23,700; Telephone $13,635; and
           Consulting costs paid by issuance of stock $467,714. 
           Operating expense categories which exceeded $5,000 for
           the three month period ending February 28, 1997 were;
           Amortization and depreciation $117,151; Office rent
           $10,000; Management compensation and salary $18,000;
           Travel and lodging $9,904; and Telephone $5,425.

           LIQUIDITY AND CAPITAL RESOURCES

           At the end of February, 1998, the Company's working
           capital is $466,631.  Net cash used for the Company's
           operating activities for the quarter ending February 28,
           1998 amounted to $226,866 whereas the net cash used for
           operating activities for the quarter ending February 28,
           1997 amounted to $39,903.  Net cash provided (+) by
           financing activities in the quarter ending February 28,
           1998 was $71,685 compared to $49,100 for the quarter
           ending February 28, 1997.  Net cash provided for (used
           by) investing activities during the quarter ending
           February 28, 1998 was $117,441 compared to $(1,508) for
           the quarter ending February 28, 1997.  Therefore, total
           cash at the end of the quarter ending February 28, 1998
           was $163,573 compared to none $15,194 at the end of the
           quarter ending February 28, 1997.  During the quarter
           ending February 28, 1998, all corporate debt amounted to
           $120,914.

           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 operating
           activities are anticipated to continue until the Company
           has established its distributors within its sales
           territories, nas received and shipped orders, and has
           collected payment for such orders.  The Company may
           encounter difficulties in financing the purchase 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 is unable
           to provide needed revenues to finance its ongoing
           operating or if the Company does not receive additional
           capital, there could be a severe adverse impact on the
           Company's future operations.

           On September 5, 1997, the Company established a Non-
           Qualified Stock Option Plan ("The Plan") pursuant to
           which 750,000 shares of common stock are reserved for
           issuance.  The option price per share shall be determined
           by the Board of Directors at the time any options are
           granted.  The Plan is designed to serve as an incentive
           for retainage qualified and competent persons who are key
           employees, consultants, representatives, officers and
           directors of the corporation.  As of February 28, 1998,
           358,500 shares had been issued under such Plan.  See
           Notes to financial statements, Note 5(b).

<PAGE>

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

           LIQUIDITY AND CAPITAL RESOURCES (Cont'd)

           On October 10, 1997, the Company signed a Letter of
           Intent with an underwriter to proceed on a "Firm
           Commitment" basis with a secondary offering of the
           Company's common stock and redeemable warrants ("the
           Warrants").  The Company plans to offer 1,000,000 shares
           and warrants will be offered to the public at a price of
           $6.00 per share and $0.125 per warrant, respectively. 
           The total gross offering amounts to $6,125,000.  The
           Company, if necessary, will effect a reverse stock split
           in order to complete the secondary offering at a price of
           at least $6.00 per share.  Each warrant, which is
           redeemable within 60 months, entitles the holder thereof
           to purchase one share of common stock at 120% of the
           offering price of the common shares. The warrants may be
           redeemed by the Company at $0.10 each after the common
           shares have traded at 150% of the offering price of
           common shares for ten consecutive days.  Due to the
           current progress of negotiations with potential strategic
           partners, this offering is postponed by management.

           The Company' 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>

                        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.


                             BY:/s/Ronald A. Adams
July 7, 1998                    Ronald A. Adams, Chief Executive
                                Officer



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                       July 7, 1998
Ronald A. Adams, Director and
Chief Executive Officer (Principal
Executive Officer and Principal
Financial Officer)