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    May 31, 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.)

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

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


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

Check whether the issuer (1) has filed all reports required to be filed by 
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.
Yes [xx]  No [  ]

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

Check whether the registrant filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of 
securities under a plan confirmed by a court.
Yes [  ]  No [  ]

                  APPLICABLE ONLY TO CORPORATE ISSUERS

Common stock, par value $.001 per share: 2,331,384 shares outstanding as of 
May 31, 1997.

<PAGE>

                         SDC INTERNATIONAL, INC.
                                 INDEX


PART 1 - FINANCIAL INFORMATION:

     ITEM 1 - FINANCIAL STATEMENTS

           Balance Sheets May 31, 1997 (Unaudited)
           and August 31, 1996                                         1

           Statements of Operations (Unaudited) 
           for the three months ended May 31, 1997 
           and 1996                                                    2

           Statements of Operations (Unaudited) 
           for the nine months ended May 31, 1997
           and 1996                                                    3

           Statement of Stockholders' Equity (Unaudited)
           for the nine months ended May 31, 1997                      4

           Statements of Cash Flows (Unaudited)
           for the nine months ended May 31, 1997
           and 1996                                                    5

           Notes to Financial Statements                             6 - 9

     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS         10 - 12

PART II - OTHER INFORMATION                                           13

<PAGE>

                          SDC INTERNATIONAL, INC.
                              BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     (Unaudited)
                                                        May 31,        August 31,
                                                         1997            1996
<S>                                                 <C>              <C>
                                      ASSETS
Current assets:
     Cash                                           $     292,142    $      -  
     Cash - restricted                                     83,194         80,932
     Accounts receivable                                  130,094           -  
     Inventory                                             31,310         31,310
     Prepaid expenses                                       6,584          6,584
     Notes receivables - stockholder and
                         related parties                     -            62,985
          Total current assets                            543,324        181,811

     Machinery and equipment, net                       3,972,551      4,204,581
     Exclusive agency rights, net                         134,053        166,237
     Customer list, net                                   168,750        253,125
     Other assets                                           8,600         29,464

          Total assets                              $   4,827,278    $ 4,835,218


          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                               $        -       $     3,711
     Accounts payable - related party                     440,269           -  
     Accrued expenses                                      49,703         79,467
     Note payable - short term                             35,000           -  
     Due to stockholder                                    48,050        111,302
          Total current liabilities                       573,022        194,480     

Commitments and contingencies (Note 4)                       -              -  

Stockholders' equity:
  Common stock $.001 par value, authorized
  10,000,000 shares,issued and
  outstanding 2,331,384 and 2,198,265
  shares, respectively                                      2,331         2,198
     Additional paid-in capital                         6,033,857     5,845,016
     Accumulated deficit                               (1,781,932)   (1,206,476)
          Total stockholders' equity                    4,254,256     4,640,738

Total liabilities and stockholders' equity          $   4,827,278   $ 4,835,218

</TABLE>

              See accompanying notes to financial statements.

<PAGE>

                         SDC INTERNATIONAL, INC.
                        STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MAY 31,
                              (UNAUDITED)

<TABLE>
<CAPTION>
                                                   1997                 1996          
<S>                                              <C>                  <C>
Sales                                            $      -              33,367

Cost of goods sold                                      -              28,350

Gross profit                                            -               5,017

Expenses:
     Selling, general and administrative            118,943            77,619
     Depreciation and amortization                  117,152           114,390
     Management fees                                 18,000            18,000
Total expenses                                      254,095           210,009

Loss from operations before other income
  and provision for income taxes                   (254,095)         (204,992)

Other income (expense):
     Interest income                                  1,358             1,160
     Interest expense                               (11,824)             -  

Loss before provision for income taxes             (264,561)         (203,832)

Provision for income taxes                             -                 -  

Net loss                                        $  (264,561)     $   (203,832)

Primary loss per share:
     Loss from operations before other income
   and provision for income taxes               $      (.12)     $      (.10)
     Provision for income taxes                 $       -        $       -  
     Net loss                                   $      (.12)     $      (.10)

Weighted average number of shares outstanding      2,289,011       2,145,427

</TABLE>

                 See accompanying notes to financial statements

<PAGE>

                         SDC INTERNATIONAL, INC.
                        STATEMENTS OF OPERATIONS
                    FOR THE NINE MONTHS ENDED MAY 31,
                              (UNAUDITED)

<TABLE>
<CAPTION>
                                                   1997             1996
<S>                                           <C>                <C>

Sales                                         $    1,335,579     $     45,456

Cost of goods sold                                 1,279,548           33,075

Gross profit                                          56,031           12,381

Expenses:
     Selling, general and administrative             216,698          279,749
     Depreciation and amortization                   351,455          307,545
     Management fees                                  54,000           54,000
Total expenses                                       622,153          641,294

Loss from operations before other income
  and provision for income taxes                    (566,122)        (625,093)

Other income (expense):
     Interest income                                   2,866            3,820
     Interest expense                                (12,200)            -  

Loss before provision for income taxes              (575,456)        (625,093)

Provision for income taxes                              -                -  

Net loss                                        $   (575,456)     $  (625,093)

Primary loss per share:
     Loss from operations before other income
   and provision for income taxes               $       (.26)     $      (.31)
     Provision for income taxes                 $       -         $      -  
     Net loss                                   $       (.26)     $      (.31)

Weighted average number of shares outstanding      2,231,847        2,019,609

</TABLE>

                   See accompanying notes to financial statements

<PAGE>

                                  SDC INTERNATIONAL, INC.
                            STATEMENT OF STOCKHOLDERS' EQUITY
                         FOR THE NINE MONTHS ENDED MAY 31, 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, 1996     2,198,265     $     2,198     $  5,845,016     $ (1,206,476)     $     4,640,738

Sale of common stock, net of    
 expense of $ 16,705                133,119             133          188,841           -                   188,974

Net loss for the nine months
 ended May 31, 1997                    -               -                -            (575,456)            (575,456)

Balances at May 31, 1997          2,331,384     $     2,331     $  6,033,857     $ (1,781,932)     $     4,254,256

</TABLE>
                     See accompanying notes to financial statements.

<PAGE>

                           SDC INTERNATIONAL, INC.
                          STATEMENTS OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED MAY 31,
                                (UNAUDITED)

<TABLE>
<CAPTION>

                                                         1997             1996
<S>                                                 <C>               <C>
Cash flows from operating activities:
     Net loss                                       $   (575,456)     $  (625,093)
 Adjustments to reconcile net loss to net
      cash used for operating activities:
     Amortization and depreciation                       351,455          307,545
     Decrease (increase) in:
          Accounts receivable                           (130,094)         537,280
          Inventory                                         -             (39,409)
          Restricted cash                                 (2,262)            -  
          Other assets                                    17,998             -  
          Prepaid expenses                                  -               6,400
     Increase (decrease)
in:       Accounts payable                                (3,711)            -  
          Accounts payable - related party               440,269         (372,175)
          Accrued expenses                               (29,764)          (8,858)
               Net cash (used for) provided by
               operating activities                       68,435         (194,310)

Cash flows from investing activities:
     Acquisition of exclusive agency rights                 -            (150,000)
     Proceeds from collection of notes
    receivable - related parties                          62,985           14,608
     Acquisition of customer list                           -            (150,000)
     Purchase of machinery and equipment                    -              (1,946)
     Other assets acquired                                  -              (4,401)
               Net cash provided (used for) by
               investing activities                       62,985         (291,739)

Cash flows from financing activities:
     Proceeds from issuance of note payable               35,000             -  
     Proceeds from stockholder                            32,500             -  
     Proceeds from sale of common stock                  205,679         681,750
     Cost associated with private placement
   memorandum and sale of common stock                   (16,705)       (175,046)
     Repayment of loans from stockholder                 (95,752)        (36,196)
               Net cash provided by financing
               activities                                160,722         470,508

Net increase (decrease) in cash                          292,142         (15,541)

Cash at beginning of period                                 -             49,677
Cash at end of period                               $    292,142     $    34,136

Supplemental disclosures:
     Interest paid                                  $     12,200     $      -  
     Income taxes paid                              $       -        $      -  

Supplemental disclosure of non-cash
  investing activities:
     Issuance of 150,000 shares of common stock
   for acquisition of customer list                 $     -          $  187,500

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>
                        SDC INTERNATIONAL, INC.
                     NOTES TO FINANCIAL STATEMENTS
                             (UNAUDITED)

NOTE 1     -GENERAL

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

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim financial 
information and with instructions to Form 10-QSB.  Accordingly, they do not 
include all of the information and footnotes required by generally accepted 
accounting principles for complete financial statements.  In the opinion of 
management the interim financial statements include all adjustments necessary 
in order to make the financial statements not misleading.  The results of 
operations for the three and nine months ended are not necessarily indicative 
of the results to be expected for the full year.  For further information, 
refer to the Company's audited financial statements and footnotes thereto at 
August 31, 1996, included in the Company's Form 10-KSB, filed with the 
Securities and Exchange Commission.

NOTE 2     -     EXCLUSIVE AGENCY RIGHTS, NET

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

In order for the Company to maintain its exclusivity, it must generate annual 
gross sales within the territory of at least $15,000,000 at the close of the 
fifth year (April, 1999) after the execution of the agreement.  As 
consideration for the purchase of these exclusive agency rights, the Company 
has issued 51,650 shares of it's common stock to Skoda.  Such stock has been 
assigned a value of 50% of the private offering per share price of $2.50.  
Accordingly, the Company has valued such exclusive agency rights at $64,563 
(51,650 x $1.25) which will be amortized on a monthly basis over five (5) 
years.  For the three months ended May 31, 1997 and 1996, the Company has 
recorded amortization expense of $3,228 and $3,228, respectively.

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

The newly acquired agency rights from China and Korea are being amortized on a 
monthly basis over (5) five years.  For the three months ended May 31, 1997 
and 1996, the Company recorded $7,500 and $7,500, respectively, of 
amortization expense.

<PAGE>

NOTE 3     -     NOTES PAYABLE

     Pursuant to a promissory note dated April 23, 1997, the Company borrowed 
$35,000 . The note bears interest at the prime rate and is payable ninety days 
from date of issuance.

NOTE 4     -     COMMITMENTS AND CONTINGENCIES

     a)  Lease agreement

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

Included in general and administrative expenses is rent expense which amounted 
to $9,318 and $10,500 for the three months ended May 31, 1997 and 1996, 
respectively.
     
     b)  Management agreement

On December 15, 1995 the Company and Worth entered into a management agreement 
with an individual for a period of three years.  Pursuant to such agreement, 
the individual shall devote such time, attention and efforts to management 
services as may be reasonably required by the Company and Worth.  The Company 
and Worth will pay such individual an amount equal to twenty-five percent 
(25%) of the gross profit from sales made by the Company.  Such payments are 
payable monthly after the collection of receivables from said sales.  For the 
three months ended May 31, 1997 and 1996, no payments were made or are due to 
such individual.

     c)  Significant customers and vendors

         i)  For the three months ended May 31, 1997, the Company had no sales.
             Sales made during the three months ended May 31, 1996 totalled
             $33,367.  For the nine months ended May 31, 1997 and 1996, the
             Company made sales to two companies totalling $1,335,579 and
             $45,456, respectively.

        ii)  For the three and nine months ended May 31, 1997 and 1996, the
             Company purchased 100% of its cost of goods sold from Skoda and
             Double Seal Ring Company, two of its founding shareholders.

<PAGE>

NOTE 4     -     COMMITMENTS AND CONTINGENCIES (Cont'd)

     d)  Concentration of credit risk

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

     e)  Finder's fee agreement

     On May 20, 1996, the Company entered into a finder's fee agreement with 
Prime Charter, Ltd ("Prime") for a period of ten years, renewable for 
additional five year periods.  Pursuant to such agreement, any sales to 
entities introduced to the Company by Prime shall result in a finder's fee to 
Prime of two percent (2%) of the gross sales price or ten percent (10%) of the 
adjusted gross profit resulting from the sales.  Such payments are due 45 days 
after each quarter-annual calendar period.

     f)  Dependence on Skoda

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

NOTE 5     -     RELATED PARTY TRANSACTION

     a)  Accounts payable

        At May 31, 1997, the Company had accounts payable totalling $433,744
and $6,525, which were due to Skoda and Double Seal Ring Company,
respectively, two of its founding shareholders.

     b)  Notes receivables - Stockholder and related parties

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

     c)  Accrued expenses

        Included in accrued expenses at May 31, 1997 and August 31, 1996 is
$3,122 and $35,354, respectively of management services which are owed to an
affiliate of the Company's President and Secretary.

<PAGE>

NOTE 5     -     RELATED PARTY TRANSACTION (Cont'd)

     d)  Due to stockholder

        Included in due to stockholder at May 31, 1997 and August 31, 1996 is
$0 and $18,252, respectively which represents the balance due an affiliate
for the purchase of its customer list and $48,050 and $93,050, respectively
due the Company's President and Secretary for funds advanced to the Company.

     e)  Management fees

        For the three months ended May 31, 1997 and 1996, the Company recorded
$18,000 and $18,000 respectively for management fees and travel allowance to
Worth, a founding stockholder.  The Company's President and Secretary is a 50%
shareholder of Worth.

NOTE 6     -     SUBSEQUENT EVENTS

     a)  Letter's of intent

     (i)  The Company entered into a Letter of Intent dated August 23, 1996
          with Krizik, a.s. ("Krizik"), a Company organized and registered in
          the Slovak Republic, to form a subsidiary to market, finance and sell
          Krizik's products (meters and related products).   As of May 31,
          1997, the Company is continuing its negotiations with Krizik.

     (ii) The Company has entered in to a Letter of Intent dated December 3, 
          1996 with Golden Grove Business, Inc. ("GGB") to merge GGB, and its
          operations as the authorized agent for Tantra, a.s. in Central and
          South America, and the Caribbean, into the Company.  As of May 31,
          1997, the Company is continuing its negotiations with GGB.
 

<PAGE>

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

MANAGEMENT PLANS

Negotiations and discussions with Krizik, a.s., the Slovak manufacturer of 
electric meters, continues.  Logistics and value-added-tax matters inherent in 
the Slovak republic have been worked out between SDC and Krizik.  It is 
proposed that SDC will establish a US subsidiary, Krizik, Inc., and that all 
export orders of Krizik will go through this new company.  This SDC subsidiary 
will finance the inventory needed for these orders, estimated to be 
$18,000,000 in revenue for SDC during 1997 and 1998 fiscal year.  Draft 
contracts will be prepared and exchanged during the next quarter.

Contracts providing for the acquisition by merger of GGB into SDC have been 
executed by both parties.  Generally, the agreements call for SDC's 
acquisition of GGB, for the exchange of 48,000 shares of SDC common stock plus 
a capital infusion by SDC of approximately $180,000 into the operations of 
GGB, which would then be a SDC subsidiary.  Additionally, the President of GGB 
will become a member of the Board of Directors of SDC and will serve as SDC's 
Executive Vice President.  It is anticipated that the merger will close no 
later than July 31, 1997.

SDC plans to establish a wholly-owned subsidiary, SDC PowerGen in Prague, 
Czech Republic, during July 1997.  The subsidiary will market and sell 
electrical generating and co-generating equipment using the components 
(engine, alternator, and electrical control system) of East European 
manufacturers.  By establishing this company, the SDC product range of such 
equipment is expanded four-fold and the reliance on a single manufacturer, 
Skoda, is minimized.

Due to the above described corporate developments, the Company plans to sell 
up to 500,000 new shares of its common stock under SEC Rule 505, with the use 
of proceeds from such sale to be for working capital, to close the GGB 
acquisition, and to prepare for a secondary stock offering before the end of 
this fiscal year.  The Company is preparing a Five Year Strategic Growth Plan 
and plans to have a secondary stock issuance to provide funding in order to 
capitalize on these developments.

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

RESULTS OF OPERATIONS

Three months ended May 31, 1997 as compared to three months ended May 31, 1996

For the three month period ended May 31, 1997, the Company reported no 
revenues.  The Company has posted $80,000 of performance bonds for orders 
received and expects release of said bonds during September 1997. 

<PAGE>

ITEM 2   -  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATIONS (Cont'd)

RESULTS OF OPERATIONS (Cont'd)

Three months ended May 31, 1997 as compared to three months ended May 31, 1996 
(Cont'd)

Operating expenses for the three month period ended May 31, 1997 were 
approximately $254,095.  Operating expenses in the quarter ended May 31, 1997, 
without including amortization and depreciation, increased approximately 53% 
compared to the same operating expenses during the quarter ending May 31, 
1996.  Management expects operating expenses (non-depreciation and 
non-amortization), to remain at this approximate level for the near future.  
Operating expense categories which exceeded $5,000, for the three month period 
ending May 31, 1997 were; amortization & depreciation $117,152; office rent 
$9,318; compensation & salary $18,000; travel & lodging $23,866; consulting 
$18,293; legal $5,657; marketing $35,720; taxes $9,150; interest $11,824 and 
telephone $5,425.  Operating expense categories which exceeded $5,000 for the 
three month period ending May 31, 1996 were: amortization & depreciation 
$114,390: freight $5,537; office rent $14,818; compensation & salary $18,000; 
travel & lodging $13,487; and telephone & facsimile $9,554.

Nine months ended May 31, 1997 as compared to nine months ended May 31, 1996

For the nine month period ended May 31, 1997, the Company reported revenues of 
$1,335,579.  The Company has posted $80,000 of performance bonds for orders 
received.  Discussions have been made and are continuing with sources for 
export and sales financing which could help the Company develop its markets 
and customers. 

Costs of goods sold for the nine month period ended May 31, 1997 was 
approximately   96% of sales.  Management believes that costs of goods sold in 
the future may be a lower percentage if the company is able to attain a more 
stable and favorable product mix.  Orders shipped during this period were in 
conjunction with Skoda Diesel, resulting in costs of goods which are higher 
than for sales without participation of Skoda Diesel.

Operating expenses for the nine month period ended May 31, 1997 were 
approximately $622,153.  Operating expenses in the nine months period ended 
May 31, 1997, without including amortization and depreciation, decreased 
approximately 23% compared to the same operating expenses during the prior 
year's three quarters ending November 30, 1995, February 29, 1996 and May 31, 
1996.  Management expects operating expenses (non-depreciation and 
non-amortization) to remain at this approximate level.  Operating expense 
categories which exceeded $20,000, for the nine month period ending May 31, 
1997 were; amortization & depreciation $351,455; office rent $47,000; 
compensation & salary $54,000 marketing $35,720 and travel & lodging $44,598.  
Operating expenses which exceeded $20,000 for the nine month period ending May 
31, 1996 were; amortization & depreciation $307,545; consulting $24,745; legal 
& accounting $44,518; compensation & salary $54,000; office rent $37,566; 
telephone & facsimile $21,632 and travel & lodging $54,345.

<PAGE>

ITEM 2  -  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS (Cont'd)

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by the Company's operating activities for the nine month 
period ended May 31, 1997 was approximately $68,435, whereas net cash used by 
operating activities during the nine months ended May 31, 1996 was $194,310, 
an increase in net cash provided of $262,745.  The increase is primarily a 
result of an increase in net accounts receivable and payable of $145,070 and a 
decrease in net loss, net of depreciation, of $93,547.  Net cash provided by 
the Company's investing activities for the nine month period ended May 31, 
1997 was approximately $62,985 as opposed to net cash used by investing 
activities during the nine months ended May 31, 1996 of $291,739.  Cash was 
provided during the nine months ended May 31, 1997 by collection of a note 
receivable from a related party while cash was used during the nine months 
ended May 31, 1996 primarily for acquisition of agency rights and customer 
lists totaling $300,000.  Management is evaluating its current and projected 
cash needs to determine if its current financial situation will be sufficient 
to meet such needs.  If the Company continues according to its present plans, 
the Company will be required to obtain additional financing or equity 
capital.  There is no assurance that such financing or equity capital will be 
available.

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

Net cash provided by financing activities for the nine months ended May 31, 
1997 and 1996 was approximately $160,722 and $470,508, respectively.  These 
increases in net cash amounting to $160,722 and $470,508 were attributable to 
proceeds on loans from unrelated parties of $35,000 and $0 and net proceeds 
from sale of common stock amounting to $188,974 and $506,704, net of repayment 
of loans from stockholders amounting to $63,252 and $36,196
     
The Company's products are sold in US dollars and the Company does not believe 
currency exchange rates or current inflation rates will have a significant 
effect on sales or profitability.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1 - Legal Proceedings:

None


ITEM 2 - Changes in Securities:

None


ITEM 3 - Defaults Upon Senior Securities:

None


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

None


ITEM 5 - Other Information:

None


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

None

<PAGE>

                              SIGNATURES

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

                                         SDC INTERNATIONAL, INC.


July 21, 1997                            BY:/s/ Ronald A. Adams
                                         Ronald A. Adams, President


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



/s/Ronald A. Adams                       July 21, 1997
Ronald A. Adams, Director and
President (Principal Executive
Officer and Principal Financial 
Officer)


/s/Henry S. Green, Jr.                   July 21, 1997
Henry S. Green, Jr., Director