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EXHIBIT 31

       SGD HOLDINGS, LTD. FORM 10-QSB FOR THE QUARTER ENDED APRIL 30, 2004
      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry Washburn, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of SGD Holdings, Ltd.
     (the registrant);

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
     the registrant and have;

     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under my
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          me by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report my conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed in this report any change in the registrant's internal
          controls over financial reporting that occurred during the
          registrant's current fiscal quarter that has materially affected, or
          is reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and;

5.   I have disclosed, based on my most recent evaluation of internal control
     over financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

                                             /s/ Terry Washburn
                                             ---------------------------------
                                             Terry Washburn
                                             President and Acting CEO
                                             (and equivalent of CFO)
                                             June 21, 2004


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