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                February 28, 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: 2,204,265 shares outstanding as of 
February 28, 1997.

<PAGE>

                            SDC INTERNATIONAL, INC.
                                   INDEX


PART 1 - FINANCIAL INFORMATION:

 ITEM 1 - FINANCIAL STATEMENTS

    Balance Sheets February 28, 1997 (Unaudited)
     and August 31, 1996                                        F-1

    Statements of Operations (Unaudited) 
     for the three months ended February 28, 1997 
     and February 29, 1996                                      F-2

    Statements of Operations (Unaudited) 
     for the six months ended February 28, 1997
     and February 29, 1996                                      F-3

    Statement of Stockholders' Equity (Unaudited)
     for the six months ended February 28, 1997                 F-4

    Statements of Cash Flows (Unaudited)
     for the six months ended February 28, 1997
     and February 29, 1996                                      F-5

    Notes to Financial Statements                            F-6 - F-9

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

PART II - OTHER INFORMATION                                     F-13

<PAGE>

                          SDC INTERNATIONAL, INC.
                              BALANCE SHEETS
                                 

<TABLE>
<CAPTION>
                                                   (Unaudited)
                                                   February 28,           August 31,
                                                      1997                  1996
<S>                                             <C>                     <C>
                     ASSETS
Current assets:
  Cash                                          $         7,689         $        -  
  Cash - restricted                                      82,440                80,932
  Accounts receivable                                 1,323,382                -  
  Inventory                                              31,310                31,310
  Prepaid expenses                                        6,584                 6,584
  Notes receivables - stockholder and
    related parties                                        -                   62,985
    Total current assets                              1,451,405               181,811

  Machinery and equipment, net                        4,049,894             4,204,581
  Exclusive agency rights, net                          144,781               166,237
  Customer list, net                                    196,875               253,125
  Other assets                                            9,555                29,464

    Total assets                                $     5,852,510         $   4,835,218


      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                              $           -           $       3,711
  Accounts payable - related party                    1,278,726                  -  
  Accrued expenses                                      105,139                79,467
  Note payable - short term                              30,000                  -  
  Due to stockholder                                     93,802               111,302
    Total current liabilities                         1,507,667               194,480     

Commitments and contingencies (Note 4)                      -                    -  

Stockholders' equity:
  Common stock $.001 par value, authorized
  10,000,000 shares, issued and outstanding
  2,204,265 and 2,198,265 shares, respectively            2,204                 2,198
  Additional paid-in capital                          5,860,010             5,845,016
  Accumulated deficit                                (1,517,371)           (1,206,476)
    Total stockholders' equity                        4,344,843             4,640,738

Total liabilities and stockholders' equity      $     5,852,510          $  4,835,218

</TABLE>

              See accompanying notes to financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                      February 28,             February 29,
                                                         1997                     1996                     

<S>                                                <C>                       <C>
Sales                                              $     1,308,507           $      -  

Cost of goods sold                                       1,262,211                  -  

Gross profit                                                46,296                  -  

Expenses:
  Selling, general and administrative                       55,997                63,994
  Depreciation and amortization                            117,151               114,390
  Management fees                                           18,000                18,000
Total expenses                                             191,148               196,384

Loss from operations before other
  income and provision for income taxes                   (144,852)             (196,384)

Other income (expense):
  Interest income                                              754                   225
  Interest expense                                            (376)                 -  

Loss before provision for income taxes                    (144,474)             (196,159)

Provision for income taxes                                    -                     -  

Net loss                                           $      (144,474)       $     (196,159)

Primary loss per share:
  Loss from operations before other
    income and provision for income taxes          $          (.07)       $         (.10)
  Provision for income taxes                       $           -          $         -  
  Net loss                                         $          (.07)       $         (.10)

Weighted average number of shares outstanding            2,204,265             1,956,769

</TABLE>

              See accompanying notes to financial statements

<PAGE>
                          SDC INTERNATIONAL, INC.
                         STATEMENTS OF OPERATIONS
                         FOR THE SIX MONTHS ENDED
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                      February 28,              February 29,
                                                         1997                      1996                     
<S>                                                <C>                       <C>
Sales                                              $     1,335,579           $        12,089

Cost of goods sold                                       1,279,548                     4,725

Gross profit                                                56,031                     7,364

Expenses:
  Selling, general and administrative                       97,755                   202,130
  Depreciation and amortization                            234,303                   193,155
  Management fees                                           36,000                    36,000
Total expenses                                             368,058                   431,285

Loss from operations before other
  income and provision for income taxes                   (312,027)                 (423,921)

Other income (expense):
  Interest income                                            1,508                     2,660
  Interest expense                                            (376)                     -  

Loss before provision for income taxes                    (310,895)                 (421,261)

Provision for income taxes                                     -                        -  

Net loss                                           $      (310,895)         $      (421,261)

Primary loss per share:
  Loss from operations before other
    income and provision for income taxes          $          (.14)         $          (.22)
  Provision for income taxes                       $           -            $           -  
  Net loss                                         $          (.14)         $          (.22)

Weighted average number of shares
  outstanding                                            2,204,265                1,956,700

</TABLE>

              See accompanying notes to financial statements

<PAGE>

                          SDC INTERNATIONAL, INC.
                     STATEMENT OF STOCKHOLDERS' EQUITY
                FOR THE SIX MONTHS ENDED FEBRUARY 28, 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                      6,000               6          14,994               -               15,000

Net loss for the six months ended
 February 28, 1997                         -               -               -              (310,895)         (310,895)

Balances at February 28, 1997         2,204,265         $ 2,204      $5,860,010       $ (1,517,371)      $ 4,344,843

</TABLE>

              See accompanying notes to financial statements.

<PAGE>
                          SDC INTERNATIONAL, INC.
                         STATEMENTS OF CASH FLOWS
                         FOR THE SIX MONTHS ENDED
                                (UNAUDITED)
                                                          

<TABLE>
<CAPTION>
                                                     February 28,            February 29,
                                                         1997                   1996
<S>                                                <C>                   <C>

Cash flows from operating activities:
  Net loss                                         $      (310,895)       $      (421,261)
 Adjustments to reconcile net loss to net
   cash used for operating activities:
     Amortization and depreciation                         234,303                193,155
  Decrease (increase) in:
    Accounts receivable                                 (1,323,382)               537,280
    Inventory                                                 -                   (35,068)
    Restricted cash                                         (1,508)                  -  
    Other assets                                            17,999                   -  
    Prepaid expenses                                          -                    6,400
  Increase (decrease) in:
    Accounts payable                                        (3,711)                   -  
    Accounts payable - related party                     1,278,726               (372,175)
    Accrued expenses                                        25,672                  5,761
     Net cash (used for) provided by
       operating activities                                (82,796)               (85,908)

Cash flows from investing activities:
  Acquisition of exclusive agency rights                      -                  (150,000)
  Proceeds from collection of notes
    receivable - related parties
  Acquisition of customer list                              62,985               (150,000)
  Purchase of machinery and equipment                         -                    (1,947)
  Other assets acquired                                       -                    (4,400)
     Net cash provided (used for) by
       investing activities                                 62,985               (290,579)

Cash flows from financing activities:
  Proceeds from issuance of note payable                    30,000                   -  
  Proceeds from stockholder                                 32,500                   -  
  Proceeds from sale of common stock                        15,000                569,350
  Costs associated with sale of common stock                  -                  (143,946)
  Repayment of loans from stockholder                      (50,000)               (36,196)
     Net cash provided by financing activities              27,500                389,208

Net increase in cash                                         7,689                 12,721

Cash at beginning of period                                   -                     49,677
Cash at end of period                              $         7,689         $        62,398

Supplemental disclosures:
  Interest paid                                    $          -            $          -  
  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>

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 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 February 29, 1997
         and February 29, 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 February 28, 1997 and February 29, 1996, the Company
         recorded $7,500 and $7,500, respectively, of amortization expense.

<PAGE>

NOTE 3  -  NOTES PAYABLE

        Pursuant to two promissory notes dated October 24, 1996 and 
        January 27, 1997, the Company borrowed $10,000 and $20,000,
        respectively.  The notes bear interest at the prime rate and are
        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 $9,500 and $10,500 for the three months ended February
         28, 1997 and February 29, 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 February 28, 1997 and February 29, 1996,
         no payments were made or are due to such individual.

     c)  Significant customers and vendors

         i)  For the three months ended February 28, 1997, the Company had two 
             sale to unrelated customers which accounted for 98% of the total
             sales.  No sales were made during the three months ended February
             29, 1996.

         ii) For the six months ended February 28, 1997 and February 29, 1996, 
             the Company purchased 100% of its cost of goods sold from Skoda,
             one 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 February 28, 1997, the Company had accounts payable totalling 
         $1,278,726 which was due to Skoda, one 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 February 28, 1997 and August 31, 1996 
         is $59,682 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 February 28, 1997 and August 31, 
         1996 is $18,252 and $18,252, respectively which represents the
         balance due an affiliate for the purchase of its customer list and
         $75,550 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 February 28, 1997 and February 29, 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.

<PAGE>

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) effective January 1, 1997.  As of February
                28, 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 February 28, 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 and its Columbian operating
           subsidiary, Apus, 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 and Apus, which would then be SDC
           subsidiaries.  Additionally, the President of both Companies 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 May, 1997.

           SDC will establish a wholly-owned subsidiary, SDC PowerGen in
           Prague, Czech Republic, during April, 1997.  The Managing Director
           will be Milan Netrh, former director ofInternational Sales for
           Skoda Diesel.  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 Diesel, is minimized.  It
           is expected that the staffed office of SDC PowerGen will open
           in April, 1997 in Prague.

           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 February 28, 1997 as compared to three months
           ended February 29, 1996 
           
           For the three month period ended February 28, 1997, the Company
           reported revenues of $1,308,495.  The Company has posted $80,000 of
           performance bonds for orders received and expects release of said
           bonds during June, 1997. 

           Costs of goods sold for the three month period ended February 28,
           1997 was approximately 96.4% 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 quarter were in conjunction with Skoda
           Diesel, which caused a high cost of goods.

<PAGE>

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

            RESULTS OF OPERATIONS (Cont'd)

            Three months ended February 28, 1997 as compared to three months
            ended February 29, 1996 (Cont'd)

            Operating expenses for the three month period ended February 28,
            1997 were approximately $191,148.  Operating expenses in the
            quarter ended February 28, 1997, without including amortization
            and depreciation, decreased approximately 10% compared to the same
            operating expenses during the quarter ending February 29, 1996.
            Management expects operating expenses (non-depreciation and non-
            mortization), remain at this approximate level for the near
            future.  Operating expense categories which exceeded $5,000, for
            the three month period ending February 28, 1997 were; Amortization
            & Depreciation $117,151; Office rent $10,000; Compensation & Salary
            $18,000; Travel & Lodging $9,904; and Telephone $5,425.  Operating
            expense categories which exceeded $5,000 for the three month
            period ending February 29, 1996 were: Amortization & Depreciation
            $114,390: Freight $5,792; Office rent $11,695; Compensation &
            Salary $18,000; Travel & lodging $20,500; and Telephone &
            Facsimile $6,188.

            Six months ended February 28, 1997 as compared to six months ended
            February 29, 1996

            For the six month period ended February 28, 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 six month period ended February 28,
            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 six month period ended February 28,
            1997 were approximately $368,058.  Operating expenses in the six
            months period ended February 28, 1997, without including
            amortization and depreciation, decreased approximately 51%
            compared to the same operating expenses during the prior year's
            two quarters ending November 30, 1995 and February 29, 1996.
            Management expects operating expenses (non-depreciation and non-
            amortization) to remain at this approximate level.  Operating
            expense categories which exceeded $10,000, for the six month
            period ending February 28, 1997 were; Amortization & Depreciation
            $234,303; Office rent $21,000; Compensation & Salary $36,000; and
            Travel & Lodging $20,732.

            LIQUIDITY AND CAPITAL RESOURCES

            Net cash used for the Company's operating activities for the six 
            month period ended February 28, 1997 was approximately $82,796.
            Net cash provided by the Company's investing activities for the
            six month period ended February 28, 1997 was approximately
            $62,985.  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.

<PAGE>

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

           LIQUIDITY AND CAPITAL RESOURCES (Cont'd)

           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
           o+r 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 six months
           ended February 28, 1997 was approximately $27,500.  This 
           increase in net cash amounting to $27,500 was attributable to
           proceeds on loans from unrelated parties of $30,000 and proceeds
           from sale of common stock amounting to $15,000, net of repayment
           of loans from stockholders amounting to $17,500.
                                               
           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.


May 13, 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                        May 13, 1997
Ronald A. Adams, Director
and President (Principal
Executive Officer and 
Principal Financial
Officer)


/s/Henry S. Green, Jr.                    May 13, 1997
Henry S. Green, Jr.,
Director