United States
                 Securities and Exchange Commission
                        Washington, D. C. 20549


                             Form 10-QSB

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

                For the quarterly period ended June 30, 1999

                                 OR

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

                      Commission File Number 0-27520


                           SDC International, Inc.
               --------------------------------------------
          (Exact name of registrant as specified in its charter)


                 Delaware                         75-2583767
     ------------------------------          -------------------
    (State or other jurisdiction of            (I.R.S. Employer
    incorporation or organization)           Identification No.)


   251 Royal Palm Way  Suite 301
        Palm Beach, Florida                         33480
   -------------------------------              --------------
     (Address of principal                        (Zip code)
       executive offices)

  Issuer's telephone number (561) 882-9300

         Securities registered under Section 12(b) of the Act:

                                 None

          Securities registered under Section 12(g) of the Act:

                     Common Stock, Par value $0.001
                              (Title of class)

Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 5(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that registration

<PAGE>


was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes [X]    No [ ]

          APPLICABLE ONLY TO COIRPORATE ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRESEDING 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: 7,029,589 shares outstanding as
of June 30, 1999


<PAGE>


              SDC INTERNATIONAL, INC. and SUBSIDIARY INDEX

PART 1   FINANCIAL INFORMATION:

    ITEM 1  CONDOLIDATED BALANCE SHEETS

            Consolidated Balance Sheets (Unaudited) June 30, 1999
            and December 31, 1998                                        F-1

            Consolidated Statements of Operations (Unaudited) for
            the six months ended June 30, 1999 and June 30, 1998         F-2

            Consolidated Statements of Operations (Unaudited) for
            the three months ended June 30, 1999 and June 30, 1998       F-3

            Consolidated Statements of Stockholders' (Deficiency)
            Equity (Unaudited) for the six months ended June 30, 1999    F-4

            Consolidated Statements of Cash Flows (Unaudited) for the
            six months ended June 30, 1999 and June 30, 1998             F-6

            Notes to consolidated Financial Statements                   F-7

    ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS                9-11

PART II   OTHER INFORMATION


<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                    June 30,    December 31,
                                                      1999         1998
                                                  -----------   -----------
                                                  (Unaudited)
<S>                                               <C>           <C>

ASSETS
Current assets:
  Cash                                            $    90,422   $    41,651
  Inventory                                       $   199,049       303,223
  Prepaid expenses                                     15,000        15,000
                                                  -----------   -----------
        Total current assets                          304,471       359,874


Machinery and equipment, net                            9,645        15,251
Cash - restricted                                      80,532        80,532
Agency rights at cost, net of accumulated
amortization of $82,812 and $63,702                    70,091        89,201
Net assets of discontinued subsidiary                  24,924        94,518
Other assets                                           28,894        48,894
                                                  -----------   -----------
                                                  $   518,557   $   688,270
                                                  ===========   ===========

LIABILITIES
Current liabilities:
 Accounts payable and accrued expenses            $    77,542   $    87,900
 Due to related parties, including accrued
 interest of $97,391 and $88,928,net of
 unamortized discount of $0 and $154,396            1,190,699     1,470,262
                                                  -----------   -----------
   Total current liabilities                        1,268,241     1,558,162
                                                  -----------   -----------
Commitments

STOCKHOLDERS' DEFICIENCY
Common stock $.001 par value, 10,000,000
 shares authorized, 7,029,589 and 4,671,917
 shares issued and outstanding, respectively            7,030         4,672
Additional paid-in capital                         12,926,087    10,570,673
Common shares payable                                 290,126        70,875
Accumulated deficit                               (14,013,426)  (11,549,518)
Accumulated foreign currency
 translation adjustment                                40,499        33,406
                                                  -----------   -----------

                                                     (749,684)     (869,892)
                                                  -----------   -----------
                                                  $   518,557   $   688,270
                                                  ===========   ===========

</TABLE>


See notes to financial statements


                                        F-1

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                            Six months          Six months
                                              Ended                Ended
                                             June 30,             June 30,
                                              1999                  1998
                                           -----------          -----------
<S>                                        <C>                  <C>

Sales                                      $   116,986
Cost of sales                                  124,399
                                           -----------
Gross profit                                    (7,413)
                                           -----------
Expenses:
  Selling, general and administrative,
   including $1,360,671 and $698,864
   paid by issuance of stock               $ 1,928,797          $ 1,268,318
  Depreciation and amortization                 24,716              260,442
                                           -----------          -----------
        Total expenses                       1,953,513            1,528,760
                                           -----------          -----------

Loss from operations before
 interest expense                           (1,960,926)          (1,528,760)

 Interest expense including
 amortization of debt discount,net            (426,295)             (20,753)
                                           -----------          -----------
Loss from continuing operations             (2,387,221)          (1,549,513)

     (Loss) income from operations of
        discontinued subsidiary                (76,687)              44,805
                                           -----------          -----------

Net loss                                   $(2,463,908)         $(1,504,708)
                                           ===========          ===========

Net loss per share - Basic and diluted:
     Loss from continuing operations          $(0.40)             $(0.44)
     Loss from operations of
       discontinued subsidiary                 (0.01)               0.01
                                           -----------          -----------
      Net loss                                $(0.41)             $(0.43)
                                           ===========          ===========

Weighted average shares outstanding          5,919,590            3,495,952
                                           ===========          ===========

</TABLE>


See notes to financial statements

                                        F-2

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                          Three months         Three months
                                             Ended                Ended
                                            June 30,             June 30,
                                              1999                 1998
                                          -----------          -----------
<S>                                       <C>                  <C>

Sales                                     $   116,986
Cost of sales                                 124,399
                                          -----------
Gross profit                                   (7,413)
                                          -----------
Expenses:
  Selling, general and administrative,
   including $863,531 and $231,150
   paid by issuance of stock              $ 1,136,877          $   441,328
  Depreciation and amortization                12,358              135,010
                                          -----------          -----------
        Total expenses                      1,149,235              576,338
                                          -----------          -----------

Loss from operations before
 interest expense                          (1,156,648)            (576,338)

     Interest expense including
      amortization of debt discount,net      (288,761)             (15,163)
                                          -----------          -----------

Loss from continuing operations            (1,445,409)            (591,501)

     (Loss) income from operations
       of discontinued subsidiary             (36,986)             (50,793)
                                          -----------          -----------

Net loss                                  $(1,482,395)         $  (642,294)
                                          ===========          ===========
Net loss per share - Basic and diluted:
     Loss from continuing operations        $(0.21)               $(0.16)
     Loss from operations of
      discontinued subsidiary                (0.01)                (0.01)
                                          -----------          -----------
     Net loss                               $(0.22)               $(0.17)
                                          ===========          ===========

Weighted average shares outstanding         6,753,344            3,632,980
                                          ===========          ===========

</TABLE>



See notes to financial statements

                                        F-3

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Consolidated Statements of Stockholders' (Deficiency) Equity


<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                    Common Stock                                                     Foreign
                                 -----------------     Additional      Common                       Currency
                                               Par     Paid-in         Shares    Accumulated       Translation
                                 Shares       Value    Capital        Payable      Deficit         Adjustment     Totals
                                ----------   -------  ------------    --------   --------------   -------------  ---------
<S>                             <C>          <C>         <C>          <C>        <C>              <C>            <C>

Balance - December 31, 1998     $4,671,917   $ 4,672  $ 10,570,673    $ 70,875   $ (11,549,518)   $   33,406     $ (869,892)
Issuance of common stock in
   connection with private
   placement memorandum             25,000        25        49,975                                                   50,000
Issuance of common stock in
   connection with loan
   agreements                       49,000        49       106,576                                                  106,625
Issuance of common stock to
   consultants and employees
   for services                    852,660       853     1,386,693                                                1,387,546
Issuance of common stock in
   repayment of short-term
   loan                          1,431,012     1,431       812,170                                                  813,601
Shares to be issued for loan
   extension (108,000)                                                 219,251                                      219,251
Comprehensive loss:
   Foreign currency translation
     adjustment                                                                                        7,093          7,093
   Net loss for the period                                                          (2,463,908)                  (2,463,908)
                                                                                                                 ----------
   Total comprehensive loss                                                                                      (2,456,815)
                                ----------   -------  ------------    --------   -------------    ----------     ----------
Balance   June 30, 1999          7,029,589   $ 7,030  $ 12,926,087    $290,126   $ (14,013,426)   $   40,499     $ (749,684)
                                ==========   =======  ============    ========   =============    ==========     ==========
</TABLE>



See notes to financial statements

                                        F-4

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY


Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                  Six months      Six months
                                                     Ended          Ended
                                                    June 30,       June 30,
                                                      1999           1998
                                                  -----------     -----------
<S>                                               <C>             <C>

Cash flows from operating activities:
    Net loss                                       $(2,463,909)    $(1,504,708)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization                    24,716         260,500
       Amortization of debt discount                   154,396           8,750
       Amortization of excess of value of net
         assets acquired over cost of Acquisition      (12,630)        (28,000)
       Expenses paid by issuance of stock            1,713,422         698,864
       Loss from operations of discontinued
         subsidiary                                     89,317         (44,806)
       Changes in:
        Inventory                                      104,174         (74,026)
        Security deposits                               20,000
        Prepaid expenses                                                  (759)
        Other current assets                                            24,039
        Accounts payable and accrued expenses          (10,358)         27,241
        Accrued interest                                72,064
                                                    ----------      ----------
          Net cash used in operating activities       (308,807)       (632,905)
                                                    ----------      ----------

Cash flows from investing activities:
     Purchase of machinery and equipment                                (9,657)
                                                                    ----------
          Net cash used by investing activities                         (9,657)
                                                                    ----------
Cash flows from financing activities:
     Advances (repayment of advances) from
       officer, net                                     (7,422)         49,800
     Loans from related parties, net                   315,000         271,428
     Proceeds from sale of stock                        50,000         253,500
                                                    ----------      ----------
          Net cash provided by financing
            activities                                 357,578         574,728
                                                    ----------      ----------
  Net (decrease) increase in cash                       48,771         (67,834)
Cash, beginning of period                               41,651         104,997
                                                    ----------      ----------
Cash, end of period                                 $   90,422      $   37,163
                                                    ==========      ==========
Supplemental cash flow disclosure:
     Cash paid for:
       Interest                                     $   19,581      $    1,321
       Income taxes                                                 $    3,681

Supplemental disclosure of noncash investing
  and financing activities:
    Issuance of common stock for in connection
     with stockholder loans                                         $  29,925
    Issuance of common stock in payment of loan
     payable to stockholder                         $   813,601      $  35,000

</TABLE>



See notes to financial statements

                                     F-5

<PAGE>

SDC INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Financial Statements


  Note A - The Company and Basis of Preparation

  The accompanying financial statements include the accounts of
  SDC International, Inc., (the "Company") and its wholly-owned
  subsidiaries SDC Prague, s.r.o. and Skobol, s.a. ("Skobol")
  after elimination of all significant intercompany transactions
  and balances.  The Company was incorporated in the State of
  Delaware in 1994, and acquired an exclusive agency agreement
  from Diesel International, a.s. (formerly known as Skoda
  Diesel, a.s.) ("Diesel") which permitted the Company to sell
  a broad range of Diesel's products, including diesel engines
  and power generating sets. Diesel, which was formed in what is
  now the Czech Republic, was one of the founding stockholders
  of the Company.

  During the year ended August 31, 1997, as a result of
  financial difficulties encountered by Diesel, the Company
  discontinued selling Diesel's products. During November 1997,
  the Company acquired the outstanding common stock of Skobol,
  a Bolivian Corporation, which is a distributor within the
  country of Bolivia of products manufactured in the Czech
  Republic. In December 1999, the Company's Board of Directors
  adopted a plan to dispose of the subsidiary and, accordingly,
  the subsidiary has been accounted for as a discontinued
  operation in the accompanying financial statements. During the
  period ended June 30, 1999, the Company has been attempting to
  acquire entities in the Czech Republic and has been incurring
  expenses in connection therewith.

  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 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 December 31,
  1998, included in the Company's Form 10-KSB, filed with the
  Securities and Exchange Commission.


  Note B - Due to Related Parties

  [1] Line-of-credit:

      During June 1998, the Company obtained an unsecured
      $500,000 line of credit from a stockholder with an
      interest rate of 14% per annum.  Principal and interest
      were payable on December 8, 1998.  The agreement provided
      that the principal balance of the line-of-credit and any
      outstanding accrued interest may be converted into common
      stock at $1.00 per share.  By agreement with the
      stockholder, the due date was extended to December 31,
      1999.  As of June 30, 1999, outstanding borrowings under
      the line of credit amounted to $500,000 and accrued
      interest amounted to $46,441.  As consideration for the
      extension of the line of credit, the Company agreed to
      issue 54,000 shares of common stock quarterly, until paid.
      The value of the shares to be issued at June 30, 1999
      (162,000) amounted to $290,126 and has been recorded as
      common shares payable on the accompanying balance sheet.

  [2] Loans from stockholders:

      During October 1997, from June 1998 through September
      1998, and during the six months ended June 30,1 999, the
      Company borrowed $100,000, $1,186,500 and $350,000,
      respectively, from stockholders under notes which are
      repayable in periods ranging from 90 to 180 days, at a
      stated interest rate of 14% per annum.  Interest accrued
      on these notes at June 30, 1999 amounted to $70,023.
      During the period subsequent to June 30, 1999, holders of
      notes with outstanding principal balances of $750,000
      converted their notes, together with accrued interest,
      into 823,994 shares of common stock.



                                   F-6

<PAGE>


SDC INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Financial Statements

  Note B - Due to Related Parties (Continued)

      In connection with these borrowings, during the year ended
      December 31, 1998 and the four months ended December 31,
      1997, the Company issued to the stockholders 228,033 and
      15,000 shares of common stock valued at $474,140 and
      $26,250, respectively. In addition, several notes had a
      beneficial conversion feature whereby the principal and
      accrued interest could be converted to common stock at
      less than the prevailing market price. Such amounts have
      been accounted for as debt discounts.  The Company's
      effective rate for these borrowings, including debt
      discount, ranged from 14% to 134%.  During the six months
      ended June 30, 1999, amortization of discount amounted to
      $134,756.

      During the six months ended June 30, 1999, the Company
      repaid notes of $250,000, and accrued interest of $63,601
      by issuance of 1,431,012 common shares.


  Note C - Stockholders' Equity

  [1] As of December 31, 1998, the Company has outstanding
      warrants to purchase a total of 180,000 shares of common
      stock at exercise prices of $2.00 and $2.50 per share, of
      which 130,000 expire in 2000 and 50,000 expire in 2003.
      These warrants had been issued to consultants during 1998.

  [2] During the six months ended June 30, 1999, the Company
      issued 852,660 shares of common stock, both under the
      Company's stock option plan in the form of options which
      vested immediately with no exercise price, and
      unregistered shares restricted under Section 144. Such
      shares have been valued at the closing bid price at date
      of grant.


  Note D - Commitments and Other Comments

  [1] Lease agreement:

      Effective January 1, 1997, the Company rents its executive
      office on a month to month basis from its Chief Executive
      Officer ("CEO".)  Rent expense under the arrangement
      amounted to $3,000 and $7,000 during the six months ended
      June 30, 1999 and June 30, 1998, respectively.

      Included in general and administrative expenses is rent
      expense for the above and other rentals which totaled
      $16,793 and $7,807 for the six months ended June 30, 1999
      and June 30, 1998, respectively.

  [2] 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 results in a finder's
      fee to Prime of two percent of the gross sales price or
      ten percent of the adjusted gross profit resulting from
      the sales.  Such payments are due 45 days after each
      quarter-annual calendar period.  As of June 30, 1999, no
      amounts were due under this agreement.

  [3] Executive compensation:

      For the six months ended June 30, 1999 and June 30, 1998,
      respectively, the Company incurred management fees of
      $39,000 and $64,000, payable to its Chief Executive
      Officer.


      For the six months ended June 30, 1999 and June 30, 1998,
      respectively, the Company incurred management fees of
      39,000 and $64,000 to its President.


                                   F-7

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

  SDC International, Inc., (hereinafter referred to as the
  "Company") is a Delaware corporation formed in June, 1994 to
  market, sell, and finance Eastern and Central European
  industrial products such as diesel generators, co-generation
  equipment, electric metering systems, on/off-road trucks,
  tractors, and transport equipment such as buses, trolleys,
  trams, and airfreight containers.  Presently, the Company
  works to establish relationships of joint venture or as an
  acquirer of  such manufacturing companies.

  The Company has acted as an exclusive distributor of Skoda
  Diesel engines in North, South and Central America, under an
  exclusive license from Skoda Diesel, now known as Diesel
  International, a.s., ("Diesel").  Diesel products are
  principally piston combustion diesel, gas, and bio-gas engines
  whose applications include locomotive and stationary engines
  for the generation and co-generation of electric power and
  complete energy for a variety of purposes.  In April 1997, the
  Company acquired by merger the Panamanian company representing
  Tatra, a Czech truck manufacturer with ISO certification, to
  market and sell Tatra products in South and Central America.
  In August 1997, the Company became the exclusive North and
  South American distributor of Metal Kraft, a.s., a Czech
  manufacturer of metal pallets and containers whose customers
  include Mercedes Benz, BMW, and Volkswagen, and which,
  beginning in 1997, offers a line of airfreight cargo
  containers.  In early 1998, the Company executed letters of
  intent and agreements to purchase Tatra, a.s.  However, the
  Company has not consummated the transaction, and continues its
  efforts toward the acquisition. TATRA is a Czech manufacturer
  of on/off-road heavy duty trucks.  The factory was founded in
  1850 and in 1898 the first truck was manufactured.  The
  factory continued development and innovations of its vehicle
  and today produces a truck with the an air cooled diesel
  engine and a solid central backbone tube with swing half
  axles, both features being unique features of the TATRA truck.
  TATRA has ISO 9001 certification and TATRA trucks meet all
  EURO II regulations.

  Through its direct involvement in Central and Eastern Europe,
  the Company has learned that most manufacturing companies
  within this geographic/political area with whom the Company
  wishes to transact its business have a shortage of marketing
  skills and financial capability.  Therefore, the Company has
  determined that it should take an internal position within its
  targeted manufacturing companies to assure better financial
  capability and marketing skills.  This planned activity may be
  as a joint venture with or an acquisition of such
  manufacturing companies.

  During the quarter ending June 30, 1999, the Company, with its
  investment bankers, Nutmeg Securities, met with Komercni Banka
  relative to the Company's offer to purchase the shares and
  debt of Tatra offered by Komercni Banka.  Meetings were also



                                   8

<PAGE>


  held with other smaller creditor banks of Tatra.  However, the
  mandate issued to Komercni Banka by Tatra owner Skoda Plzen
  was canceled after Komercni Banka failed to accept and
  finalize negotiations with a strategic acquirer for Tatra.

  During the quarter ending June 30, 1999, the Company elected
  Richard A. Eisner & Company, New York City, as its auditor.
  Due to the fact that members of the Company's former auditing
  firm, Scarano & Tomaro, had joined with Eisner company, and
  due to the fact that the Company needed a larger and more
  internationally qualified auditing firm, the change was made
  despite the fact that the audits required for SEC filing would
  most likely be delayed.

  During the quarter ending June 30, 1999, management began
  evaluating its Bolivian subsidiary which was not progressing
  as well as planned.  The basic reason the Company acquired the
  Bolivian operation was to establish an entity for the sale of
  used Tatra trucks, a procedure which would be necessary in
  order to arrange a leasing program for new Tatra trucks,
  assuming the acquisition of Tatra by the Company would be
  completed.  At the time of the acquisition, the economy of
  neighboring country Brazil, was very positive.  However,
  shortly after the acquisition, the economy of Brazil
  deteriorated and, therefore, caused economic hardship for
  Bolivia, as Bolivia had always been very dependent upon the
  economic benefits of a positive Brazilian economy.  Because
  the Tatra acquisition has not been concluded, because of the
  Brazil economic deterioration, and because the performance of
  the subsidiary without the Tatra program was still in a loss
  situation, management determined that plans to either dispose
  of the subsidiary or reorganize the operations would be
  necessary by year end, assuming the Tatra acquisition was not
  completed by year end.

  During the quarter ending June 30, 1999, General
  Alexander M. Haig, Jr., and Mr. Richard Donnelly became
  shareholders and strategic Advisory Board members of the
  Company. General Haig is a former Secretary of State, former
  White House Chief of Staff, and the former Allied Supreme
  Commander of NATO, which the Czech Republic recently joined.
  He will be involved primarily in the area of marketing of
  foreign government sales of Czech-manufactured Tatra trucks
  after completion of SDC's planned acquisition of Tatra, a.s.
  Mr. Richard Donnelly, who recently retired as President of
  General Motors Europe, has joined SDC International's
  management team.  Donnelly had responsibility for GM's vehicle
  business in Europe with annual revenues of $25 billion, 80,000
  employees producing in 11 countries and selling 1.9 million
  vehicles annually in 42 countries throughout Western, Central
  and Eastern Europe.  He was Chairman of GM's European Strategy
  Board and has been a Director of Saab (Sweden), Isuzu (Japan)
  and of ACEA, the European automobile manufacturers association
  headquartered in Brussels.

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

  The Company has devoted substantial of its time and effort
  toward the acquisition of Tatra, a.s. and the development of




                                   9

<PAGE>


  strategic alliances 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 a 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 result of marketing
  efforts by the Company. The Company records revenue when
  products are shipped.  During the quarter ending June 30,
  1999, the Company shipped $116,986.

  Operating expenses for the quarter ending June 30, 1999,
  were more than in the quarter ending June 30, 1998, 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 oftentimes
  include paid processional advisors such as attorneys and
  accountants.  Expense categories such as legal, accounting,
  travel, and costs and expenses for securities matters
  increased 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 Tatra a.s.

  Total expenses for the quarter ending June 30 were
  $1,149,235 in 1999 and $576,338 in 1998.  Non-cash expenses
  such as depreciation and amortization and payment for
  consulting services accounted for more than seventy-five
  percent (75%) of the expenses during the quarter ending June
  30, 1999.  During the quarter ending June 30, 1999, expenses
  increased due to the increased activity level of corporate and
  product acquisition plans and related activities.  The
  Company's net loss of $1,482,395 for the quarter ending June
  30, 1999, includes certain non-cash charges as follows:

          Depreciation and Amortization        $   12,358
          Issuance of common stock as
            consideration of services             863,531
                                               ----------
          TOTAL NON-CASH CHARGES               $  875,889

  Accordingly, the Company's cash loss before the above charges
  amounted to approximately $606,506, which includes accrued
  interest and amortization (non-cash) of debt discount of
  $288,761.

  During the three months ending June 30, 1999, as compared to
  the three months ending June 30, 1998, operating expenses were
  approximately $572,897 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 June 30, 1999, were; amortization &
  depreciation $12,358; rents $11,598; management compensation
  & salary $78,000; travel & lodging $37,364; consulting (stock)
  $893,531; legal and accounting $62,369; telephone $10,042;
  interest $27,300; securities related expenses $5,625;
  automobile $5,777; sales commissions $10,688; and capital
  funding expenses $25,000.  Operating expense categories which
  exceeded $5,000 for the three month period ending June 30,1998 were:



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  amortization & depreciation $135,010; rents $20,567; management
  compensation & salary $43,000; travel & lodging $16,504; consulting
  $13,441, legal and accounting $21,461; office supplies $7,706;
  wages $40,687; and telephone   $11,777.


  LIQUIDITY AND CAPITAL RESOURCES

  At the end of June, 1999, the Company's net working capital
  is ($963,770).  However, when considering shareholder loans to
  be long term debt, the actual net working capital is positive
  $226,929.  Net cash used for the Company's operating
  activities for the six months ending June 30, 1999 amounted to
  $308,807, whereas the net cash used for operating activities
  for the six months ending June 30, 1998 amounted to $632,905.
  Net cash provided (+) by financing activities in the six
  months ending June 30, 1999 was $357,578,  compared to
  $574,728 for the six months ending June 30, 1998.  Therefore,
  total cash at the end of the quarter ending June 30, 1999 was
  $90,422 compared to $37,163 at the end of the quarter ending
  June 30, 1998.

  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 pursuit of a joint
  venture or acquisition are anticipated to continue until the
  Company has concluded a joint venture or acquisition, if any
  can be concluded, and then only if suitable financing of any
  such joint venture or acquisition is received by the Company.
  The Company acknowledges that there can be no assurance that
  it will be able to obtain capital or financing at the time of
  any such joint venture or acquisition.  In the event the
  Company does not receive additional capital, there could be a
  severe adverse impact on the Company's future operations.

  The Company's products are sold in US dollars and the Company
  does not believe currency exchange rates or current inflation
  rates will have a significant effect on sales or
  profitability. Although the Company maintains a bank account
  in Czech currency within the Czech Republic for paying local
  expenses, the amount on deposit in such account is usually
  small and, therefore, fluctuation in the currency exchange
  rates should not have a significant effect on the Company.



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  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:

       See attached Current Report on Form 8-K dated May 31, 1999.



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                              SIGNATURES

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



                                   SDC INTERNATIONAL, INC.

                                   BY:/s/Ronald A. Adams
                                      Ronald A. Adams, Chairman

  March 27, 2000


  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 27, 2000
  Ronald A. Adams, Director and Chairman
  (Principal Executive Officer and Principal
  Financial Officer)




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