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, 1997
  
                                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.)

2701 W. Oakland Park Boulevard, Ft. Lauderdale, FL      33311    
(Address of principal executive offices)             (Zip Code)  

                          (561) 882-9300                         
       (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: 2,976,818 shares
outstanding as of November 30, 1997.

<PAGE>

             SDC INTERNATIONAL, INC.  AND SUBSIDIARY
                              INDEX


PART 1 - FINANCIAL INFORMATION:

 ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

 Consolidated Balance Sheets November 30, 1997 (Unaudited)
  and August 31, 1997                                              1

 Consolidated Statements of Operations (Unaudited)
  for the three months ended November 30, 1997 and 1996            2

 Consolidated Statement of Stockholders' Equity (Unaudited)
  for the three months ended November 30, 1997                     3

 Consolidated Statements of Cash Flows (Unaudited)
  for the three months ended November 30, 1997 and 1996            4

 Notes to Consolidated Financial Statements                      5 - 9

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

PART II - OTHER INFORMATION

<PAGE>

                  SDC INTERNATIONAL, INC.  AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                              ASSETS    (Unaudited)

                                                       November 30,      August 31,
                                                           1997            1997
<S>                                                    <C>               <C>
Current assets:
   Cash                                               $   201,313        $    15,199
   Cash - restricted                                       80,960            330,932
   Accounts receivable                                    143,627               -  
   Inventories                                            426,688               -  
   Other current assets                                    18,188             23,778
   Total current assets                                   870,776            369,909

  Machinery and equipment, net                          3,419,803          3,489,341

Other assets:
   Deferred consulting costs                              194,400               -  
   Exclusive agency rights, net                           239,514            263,485
   Customer list, net                                     112,500            140,625
   Deferred offering costs                                 50,000               -  
   Other assets                                            19,812              7,643
   Total other assets                                     616,226            411,753

  Total assets                                        $ 4,906,805         $4,271,003


 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                   $    54,082         $   53,793
   Accrued expenses                                        86,114             36,467
   Notes payable                                          100,000            215,000
   Due to officer                                          27,739             27,036
   Total current liabilities                              267,935            332,296

  Excess of net assets acquired over costs, net           545,471               -  

  Commitments and contingencies (Note 6)                     -                  -  

Stockholders' equity:
 Common stock $.001 par value, authorized
 10,000,000 shares, issued and outstanding
 2,976,818 and 2,639,484 shares, respectively               2,977              2,639
 Additional paid-in capital                             6,827,130          6,345,643
   Accumulated deficit                                 (2,736,708)        (2,409,575)
   Total stockholders' equity                           4,093,399          3,938,707

  Total liabilities and stockholders' equity          $ 4,906,805         $ 4,271,003

</TABLE>

              See accompanying notes to financial statements.

<PAGE>

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


<TABLE>
<CAPTION>
                                                          1997            1996           
<S>                                                   <C>                 <C>                                                   
  Sales                                               $   52,345          $  27,072

  Cost of goods sold                                      25,494             17,337

  Gross profit                                            26,851              9,735

Expenses:
    Selling, general and administrative                   232,107            59,758
    Depreciation and amortization                         122,589           117,152
  Total expenses                                          354,696           176,910

Loss from operations before other income
  (expense) and provision for income taxes               (327,845)         (167,175)

Other income (expense):
   Amortization of excess of net assets acquired
   over costs                                              14,000              -  
    Interest income                                         3,706               754
    Interest expense                                      (12,311)             -  
    Foreign currency exchange loss                        ( 4,683)             -  
  Total other income (expense)                                712               754

  Loss before provision for income taxes                 (327,133)         (166,421)

  Provision for income taxes                                 -                 -  

  Net loss                                            $  (327,133)       $ (166,421)

Basic:
    Net loss                                          $      (.12)       $     (.08)

  Weighted average number of shares outstanding         2,790,484         2,204,265

</TABLE>

              See accompanying notes to financial statements.

<PAGE>
                  SDC INTERNATIONAL, INC.  AND SUBSIDIARY
                     STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED NOVEMBER 30, 1997
                                (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, 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 $43,000                 172,334          172        215,328        -            215,500

Issuance of common stock as consideration
      for services                                165,000          166        266,159        -            266,325

Net loss for the three months ended
      November 30, 1997                              -             -             -         (327,133)     (327,133)

   Balances at November 30, 1997                2,976,818     $  2,977    $ 6,827,130   $(2,736,708)  $ 4,093,399

</TABLE>

              See accompanying notes to financial statements.

<PAGE>
                  SDC INTERNATIONAL, INC.  AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED NOVEMBER 30,
                                (UNAUDITED)
                                                          
<TABLE>
<CAPTION>

                                                          1997            1996           
<S>                                                       <C>             <C>                                                   
Cash flows from operating activities:
    Net loss                                              $ (327,133)     $ (166,421)
Adjustments to reconcile net loss to net
   cash used for operating activities:
    Depreciation and amortization                            122,589         117,152
  Common stock issued as consideration
     for services                                             12,977            -  
  Decrease (increase) in:
    Accounts receivable                                         -            (27,072)
    Other current assets                                       5,590          12,000
  Increase (decrease) in:
    Accounts payable                                          (9,679)         (2,923)
    Accounts payable - related party                            -             17,337
    Accrued expenses                                          49,647           9,296
    Net cash (used for) operating activities                (146,009)        (41,385)

Cash flows from investing activities:
    Proceeds from restricted cash account                    249,972            (754)
    Payment for acquisition of subsidiary                    (78,000)           -  
  Proceeds from collection of notes receivable
    - related parties                                           -             62,985
    Net cash provided by investing activities                171,972          62,985

Cash flows from financing activities:
    Proceeds from issuance of note payable                   100,000          10,000
    Proceeds from stockholder                                 20,703           3,400
    Proceeds from private placement memorandum               317,448          15,000
   Costs associated with private placement memorandum        (43,000)           -  
    Repayment of loans from stockholder                      (20,000)        (50,000)
    Repayment of line of credit                             (215,000)           -  
   Net cash provided by (used for) financing activities      160,151         (21,600)

  Net increase in cash                                       186,114            -  

  Cash at beginning of period                                 15,199            -  
  Cash at end of period                                   $  201,313       $    -  

Schedule of non-cash investing activities:
  Excess of net assets acquired over costs in connection
     with acquisition of subsidiary                       $  559,471
  Issuance of common stock pursuant to consulting
     agreement                                            $  194,400       $

</TABLE>

              See accompanying notes to 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.  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 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, 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 months ended November 30, 1997, amortization
             expense amounted to $13,242.

          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.

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, such lines of credit were
             repaid.

          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.

<PAGE>


NOTE 5 - STOCKHOLDERS' EQUITY

         a) 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 three months ended November 30,
            1997, the Company sold an aggregate of 172,334 shares
            yielding net proceeds of $274,448.

         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.  As of November 30, 1997, the
            Company issued 150,000 shares pursuant to the Plan.  Such
            shares have been valued at $253,200 representing 75% of the
            average market value during the month of issuance as a
            result of the liquidity of the Company's stock.  In
            connection with the issuance of such shares, the Company
            received $58,800 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.

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
         President with monthly payments amounting to
         approximately $3,000.

         Included in general and administrative expenses is rent
         expense which amounted to $9,434, and $10,500 for the
         three months ended November 30, 1997 and 1996.

      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.

<PAGE>

NOTE 6  - COMMITMENTS AND CONTINGENCIES (Cont'd)

       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.

       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.

<PAGE>


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 President and shareholder advances funds to
         or on behalf of the Company.  As of November 30,  1997,
         $27,739 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
         President with monthly payments amounting to
         approximately $3,000.

      d) Management fees

         For the three months ended November 30, 1997 and 1996,
         the Company recorded $30,000 of management fees paid to
         its President.

<PAGE>

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


     The Company is now the Central and South American distributor
for Czech heavy-duty truck manufacturer TATRA.  During the quarter
ending November 30, 1997, the Company opened its representative
office in Bogota, Colombia, and appointed its initial service 
center for service and warranty work on Tatra Trucks.  TATRA, a.s.,
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. 
Engines are manufactured by TATRA, Deutz, or Cummins Diesel. TATRA
has ISO 9000 certification and TATRA trucks meet all EURO II
regulations.

During the quarter ending November 30, 1997, the Company continued
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 August, 1997, the final agreement was executed with Metall
Kraft, Ltd., a Czech manufacturer which provides containers for
Mercedes Benz, Volvo, BMW and other well known companies.  The
agreement establishes the Company as the exclusive distributor for
Metall Kraft's newly licenses airfreight cargo containers for all
airline companies in North and South America. During the quarter
ending November 30, 1997, Metall Kraft, Ltd., acquired a similar
company located in Switzerland and Germany, and subsequently moved
the acquired facilities to the Metall Kraft factory in the Czech
Republic.  Upon completion of this move, the existing certification
for FAA use will become effective, so that the Company can begin
its marketing efforts of Metall Kraft air cargo containers within
North and South America.

During the quarter ending November 30, 1997, the Company completed
its acquisition of the Bolivian company, 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
an excess of $559,471 of net assets acquired over the cost of the
acquisition.  The subsidiary's financial statements are
consolidated with those of the Company.

The Company has temporarily suspended its plans to sell and finance
inventories of Slovakian manufacturer Krizik, a.s.  In order to
proceed with such sales and financing activities, the Company needs
to arrange additional financing.  In the meantime, management has
pursued other opportunities which may result in more immediate
benefit to the Company.  The Company continues its Regulation D

<PAGE>

Rule 505 offering of its common stock which provides for raising of
a total of $750,000 maximum for the Company.  The Five Year Growth
Plan was completed in August 1997 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.

Market research continued and lists of potential distributors for
the Company's products were compiled and studied by management. 
Updated industry reports from various United States Embassies were
received and reviewed.  Marketing brochures were prepared and
distributed and technical workshops were held at the factory of
Skoda Interdiesel in Prague, Czech Republic.  The Board of
Directors studied proposals and opportunities for multilateral
product trading of industrial and consumer products between Eastern 
Europe, United States and South America.  Samples of the Company's
products were sent to several locations.

     At the close of the quarter ending November 30, 1997, the
Company was negotiating for a possible acquisition of Skoda
Interdiesel's operations.  Management and shareholder control of
Skoda Diesel changed in 1996, and the Company believes that if an
acquisition can be made on terms favorable to the Company, any
potential negative effects of the management and shareholder
changes of 1996 will be eliminated and the Company could exert
total control over this supplier.  Management continues to work
closely with the management in place at Skoda Interdiesel and
relationships with most of the continuing management remain very
good.  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.

The Company records revenue when products are shipped.  During the
quarter ending November 30, 1997, the Company shipped $52,345 and
realized a gross profit from those sales of $26,851.  These sales
were made by the subsidiary Skobol, s.a.  Management believes sales
and deliveries 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 November 30, 1997,
were more than in the quarter ending November 30, 1996, due
primarily to the expansion of management and the development of
additional product lines needed in order to enhance future growth
and revenues of the Company.  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,
the acquisition of Skobol, s.a., and, also, due to the extensive
discussions and negotiations in the Czech Republic regarding the
possible acquisition of Skoda Interdiesel.

<PAGE>

     Total expenses for the quarter ending November 30 were
$176,910 in 1996 and $354,676 in 1997.  Non-cash expense items as
depreciation and amortization and payment for consulting services
accounted for more than thirty-eight percent (38%) of the expenses
during the quarter ending November 30, 1997.  During the quarter
ending November 30, 1997, expenses increased due to the increased
activity level of corporate and product acquisition plans and
related activities.  The Company's net loss of $327,133 for the
quarter ending November 30, 1997, includes certain non-cash charges
as follows:

        Depreciation and Amortization        $ 122,589
        Issuance of common stock as
          consideration of services             12,977
                                             __________
        TOTAL NON-CASH CHARGES               $ 135,566

Accordingly, the Company's cash loss before the above charges
amounted to approximately $191,567.
 
During the three months ending November 30, 1997, as compared to
the three months ending November 30, 1996, operating expenses were
approximately $172,350 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
month period ending November 30, 1997, were; amortization &
depreciation $122,589; office rent $9,434; management compensation
& salary $30,000; travel & lodging $33,788; consulting $85,826;
legal and accounting $8,384; office supplies $5,339; maintenance
and repairs $12,566; marketing $35,720; wages $23,076; and
telephone $6,839.  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;
management compensation & salary $18,000; and travel & lodging
$11,638.



LIQUIDITY AND CAPITAL RESOURCES

At the end of November, 1997, the Company's working capital is 
$602,841.  Net cash used for the Company's operating activities 
for the quarter ending November 30, 1997 amounted to ($146,009) 
whereas the net cash used for operating activities for the quarter
ending November 30, 1996 amounted to ($41,385).  Net cash provided
(+) by financing activities in the quarter ending November 30, 1997
was $160,151 compared to ($21,600) for the quarter ending  November
30, 1996.  Net cash provided for by investing activities during the
quarter ending November 30, 1997 was $171,972 compared to $62,985
for the quarter ending November 30, 1996.  Therefore, total cash at
the end of the quarter ending November 30, 1997 was $201,313
compared to none ($0.00) at the end of the quarter ending November
30, 1996.  During the quarter ending November 30, 1997, all bank
debt, amounting to $220,000, was retired.

<PAGE>

      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, has 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 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.

On February 24, 1997, the Company commenced and privately offered a
second private placement memorandum pursuant to Rule 505 of
Regulation D, on a best efforts basis, of no more than 500,000
shares of common stock in a ninety-day period (before extensions)
of its $0.001 par value common stock at a price of $1.50 per share
before deducting commissions and non-accountable expenses.  These
expenses aggregate up to 13% of the gross offering price which is
payable by the Company to members of the NASD, financial advisors,
purchaser representatives, and individuals legally entitled to
receive such commissions.  By the end of the quarter ending 
November 30, 1997, the Company had issued an aggregate of 362,452
shares.

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 retaining qualified and competent persons who are key
employees, consultants, representatives, officers and directors of
the corporation.  As of November 30, 1997, 150,000 shares had been
issued under such Plan.  See Notes to Financial Statements, Note 5
(b).

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 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 $0.125 per warrant, respectively.  The total

<PAGE>

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 common shares.  The warrant 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.

  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:

(b)  The Registrant filed the following Forms 8-K during this
      reporting period.

     Form 8-K dated January 13, 1998 reporting Items 2. and 7.

<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
March 16, 1998               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                       March 16, 1998
Ronald A. Adams, Director and
President (Principal Executive
Officer and Principal Financial 
Officer)