U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                       For Quarter Ended: January 31, 2003


                         Commission File Number: 0-29671


                               SGD HOLDINGS, LTD.
        (Exact name of small business issuer as specified in its charter)


              Delaware                                    13-3986493
      (State of Incorporation)                       (IRS Employer ID No)

          3801 WILLIAM D TATE AVENUE, SUITE 100, GRAPEVINE, TEXAS 76051
                     (Address of principal executive office)


                                 (817) 421-0057
                           (Issuer's telephone number)

Check whether the issuer (1) 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 [X] No [ ].

The number of shares outstanding of registrant's common stock, par value $.0001
per share, as of January 31, 2003 was 30,766,077.

Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X].





                                       1
<PAGE>

<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

                                                   Index

                                                                                                    Page
                                                                                                    No.

Part I.      Unaudited Financial Information
<S>                                                                                       <C>

    Item 1.  Condensed Consolidated Balance Sheet -                                                  3
             January 31, 2003

             Condensed Consolidated Statements of Operations -                                       4
             Three Months Ended January 31, 2003 and 2002

             Condensed Consolidated Statements of Operations -                                       5
             Six Months Ended January 31, 2003 and 2002

             Condensed Consolidated Statements of Cash Flows -                                       6
             Six Months Ended January 31, 2003 and 2002

             Notes to Condensed Consolidated Financial Statements -                                 7-14
             Six Months Ended January 31, 2003 and 2002

   Item 2.   Managements Discussion and Analysis of Financial Condition                            15-19
             and Results of Operations

   Item 3.   Controls and Procedures                                                                 19

Part II.     Other Information                                                                     20-22


</TABLE>



                                       2
<PAGE>




SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Balance Sheet
January 31, 2003
(Unaudited)

ASSETS
Current assets
 Cash and cash equivalents .....................................   $    922,255
 Trade accounts receivable .....................................      2,558,880
 Marketable equity securities ..................................          6,571
 Inventory .....................................................      4,291,841
 Due from related parties ......................................        121,900
 Deferred income taxes .........................................        242,200
 Prepaid expenses and other assets .............................        587,537
                                                                   ------------
                                                                      8,731,184
Property and equipment, net ....................................        584,130
Goodwill and other intangibles .................................      4,131,354
Deferred income taxes ..........................................         60,900
Marketable equity securities ...................................         60,350
Deposits and other assets ......................................         43,690
                                                                   ------------
                                                                   $ 13,611,608
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Current installments of long-term debt and notes payable ......   $  1,893,063
 Notes payable - related parties ...............................      1,330,000
 Accounts payable ..............................................      1,659,223
 Accrued expenses ..............................................         73,044
 Due to related parties ........................................         28,954
                                                                   ------------
                                                                      4,984,284
Long-term debt less current installments .......................        131,124
Long-term debt less current installments - related party .......        473,407

Stockholders' equity
 Common stock, $.0001 par value, 200,000,000 shares authorized,
 30,766,077 shares issued and outstanding ......................          3,077
 Additional paid-in capital ....................................      9,536,418
 Retained earnings (deficit) ...................................     (1,273,102)
 Accumulated other comprehensive income (loss) .................       (243,600)
                                                                   ------------
                                                                      8,022,793
                                                                   ------------
                                                                   $ 13,611,608
                                                                   ============
See accompanying notes to condensed consolidated financial statements.





                                       3
<PAGE>




SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statements of Operations
Three Months Ended January 31, 2003 and 2002
(Unaudited)



                                                         2003            2002

Sales and revenues ...............................   $ 5,996,429    $ 5,558,019
Cost of sales ....................................     4,326,475      3,718,692
                                                     -----------    -----------
  Gross profit ...................................     1,669,954      1,839,327
Selling, general and administrative expense ......     1,585,238      1,486,727
                                                     -----------    -----------
  Earnings (loss) from operations ................        84,716        352,600

Other income (expense):
 Unrealized gain (loss) on marketable securities .        (1,093)       140,587
 Interest expense ................................       (50,516)       (10,917)
 Interest expense - related parties ..............       (18,739)       (39,826)
 Gold consignment fee ............................       (52,096)       (30,554)
 Interest and other income .......................          (596)        18,068
                                                     -----------    -----------
                                                        (123,040)        77,358
                                                     -----------    -----------
Net earnings (loss) before income taxes ..........       (38,324)       429,958
Income tax expense (benefit) .....................       (10,600)       145,400
                                                     -----------    -----------
Net earnings (loss) ..............................   $   (27,724)   $   284,558
                                                     ===========    ===========

Net earnings (loss) per share ....................   $    (0.001)   $     0.010
                                                     ===========    ===========

Weighted average shares outstanding (thousands) ..      28,222.6       27,174.8
                                                     ===========    ===========

See accompanying notes to condensed consolidated financial statements.





                                       4
<PAGE>




SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statements of Operations
Six Months Ended January 31, 2003 and 2002
(Unaudited)



                                                        2003             2002

Sales and revenues .............................   $ 11,649,347    $  9,233,877
Cost of sales ..................................      8,385,141       6,218,043
                                                   ------------    ------------
  Gross profit .................................      3,264,206       3,015,834
Selling, general and administrative expense ....      3,030,941       2,604,633
                                                   ------------    ------------
  Earnings (loss) from operations ..............        233,265         411,201

Other income (expense):
 Unrealized loss on marketable securities ......         (5,464)       (225,913)
 Loss on sale of assets ........................        (51,015)           --
 Interest expense ..............................        (82,683)        (16,418)
 Interest expense - related parties ............        (52,000)        (90,373)
 Gold consignment fee ..........................        (90,895)        (62,997)
 Interest and other income .....................          3,402          41,076
                                                   ------------    ------------
                                                       (278,655)       (354,625)
                                                   ------------    ------------
Net earnings (loss) before income taxes ........        (45,390)         56,576
Income tax expense (benefit) ...................        (12,300)         22,100
                                                   ------------    ------------
Net earnings (loss) ............................   $    (33,090)   $     34,476
                                                   ============    ============

Net earnings (loss) per share ..................   $     (0.001)   $      0.001
                                                   ============    ============

Weighted average shares outstanding (thousands)        28,194.3        26,803.0
                                                   ============    ============

See accompanying notes to condensed consolidated financial statements.





                                       5
<PAGE>


<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Cash Flows
Six Months Ended January 31, 2003 and 2002
(Unaudited)
                                                                   2003          2002
Cash flows from operating activities
<S>                                                          <C>            <C>
Net earnings (loss) ......................................   $   (33,090)   $    34,476
Adjustments to reconcile net earnings to net cash provided
    by operating activities:
 Depreciation and amortization ...........................        91,037         64,167
 Deferred income taxes ...................................       (12,300)        22,100
 Unrealized loss on marketable equity securities .........         5,464        225,913
 Proceeds from sale of marketable securities .............          --          175,000
 Common stock issued for services ........................        50,000         75,000
 Deferred revenue realized ...............................          --          (31,295)
 Changes in assets and liabilities:
  Accounts receivable ....................................      (927,005)      (963,032)
  Inventory ..............................................      (196,558)      (480,468)
  Other assets ...........................................        16,883       (103,091)
  Accounts payable and accrued expenses ..................       340,904        459,101
                                                               -----------  -----------
Net cash provided by operating activities ................      (664,665)      (522,129)
                                                               -----------  -----------

Cash flows provided by investing activities
 Capital expenditures ....................................       (43,504)      (149,086)
 Acquisition of Tandori, Inc., net of cash acquired ......          --         (299,650)
                                                               -----------  -----------
Net cash provided by investing activities ................       (43,504)      (448,736)
                                                               -----------  -----------

Cash flows provided by financing activities
 Collection of note receivable ...........................          --          500,000
 Loan proceeds ...........................................       315,545           --
 Repayment of notes payable and long-term debt ...........       (27,436)       (16,893)
 Loan proceeds - related party ...........................        30,000        288,000
 Repayment of related party notes ........................          --         (625,000)
 Increase (decrease) in amount due related parties .......        (2,627)        29,270
                                                              -----------   -----------
Net cash provided by financing activities ................       315,482        175,377
                                                              -----------   -----------
Net increase in cash and cash equivalents ................      (392,687)      (795,488)
Cash and cash equivalents, beginning of period ...........     1,314,942      2,399,898
                                                              -----------   -----------
Cash and cash equivalents, end of period .................   $   922,255    $ 1,604,410
                                                              ===========   ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.




                                       6
<PAGE>



SGD Holdings, Ltd.
Notes to Condensed Consolidated Financial Statements
Six Months Ended January 31, 2003 and 2002


1.       Organization and Summary of Significant Accounting Policies

          (A) Principles of Consolidation
              The consolidated financial statements include the accounts of SGD
              Holdings, Ltd. ("SGD") and its wholly owned subsidiaries HMS
              Jewelry Company, Inc. ("HMS"), Con-Tex Silver Imports, Inc.
              ("Silver"), Jewelry Solutions & Commerce, Inc. ("Jewelry") and
              Tandori, Inc. ("Tandori") (collectively referred to as the
              "Company").  All material intercompany accounts and transactions
              have been eliminated.

          (B) Organization
              SGD was incorporated May 22, 1996 in Delaware and until June 1999
              was a development stage company with plans to establish itself as
              an air transport company providing non-scheduled air service
              (charter flights) for tour operators, charter brokers, cruise line
              casinos, theme parks and theme attractions.  Goldonline
              International, Inc. (formerly Transun International Airways, Inc.)
              changed its name to SGD Holdings, Ltd. on January 24, 2001.

              Silver was incorporated September 12, 1994 in Texas. Jewelry was
              incorporated on February 3, 1999 in Delaware. HMS was incorporated
              on October 12, 2000 in Texas. Tandori was incorporated on November
              9, 1998 in Nevada.

              On June 10, 1999, SGD acquired all of the issued and outstanding
              common stock of Silver and Jewelry. For accounting purposes, the
              acquisitions were treated as the acquisition of Silver and Jewelry
              by SGD with Silver as the acquiror (reverse acquisition). The
              historical financial statements prior to June 10, 1999 are those
              of Silver.

              Effective October 1, 2000, the Company acquired HMS in a
              transaction treated as a purchase for accounting purposes. The
              results of operations of HMS are included in the consolidated
              financial statements commencing October 1, 2000.

              Effective September 1, 2001, the Company acquired Tandori in a
              transaction treated as a purchase for accounting purposes. The
              results of operations of Tandori are included in the consolidated
              financial statements commencing September 1, 2001. On April 24,
              2002, Tandori acquired the business and certain assets of A
              Electric, an electrical contractor, which now operates as a
              division of Tandori.

          (C) Nature of Business
              SGD is now a holding company principally engaged in acquiring and
              developing jewelry related businesses. Jewelry is currently
              inactive.

              HMS is a national jewelry wholesaler, specializing in 18K, 14K and
              10K gold and platinum jewelry, with headquarters in Dallas, Texas.
              HMS markets its products to a network of over 30,000 retail
              jewelers, through a catalog and telephone ordering system and
              through its B2B online catalog http://www.HMSgold.com.

              Silver is a company involved in both the wholesale and retail
              jewelry business, principally silver, with retail locations in
              Texas. The wholesale operation of Silver consists of both sales
              directly from its headquarters in Conroe, Texas, satellite
              locations in Dallas, Texas and from jewelry shows at locations
              throughout the south central United States.

                                       7
<PAGE>


              Tandori installs and sells equipment under the LifeStyle
              Technologies(TM) name in both commercial and residential buildings
              for security, audio, video, lighting, and other current technology
              applications. Effective April 24, 2002, with the addition of A
              Electric, Tandori also operates as an electrical contractor.

           (D)General
              The financial statements included in this report have been
              prepared by the Company pursuant to the rules and regulations of
              the Securities and Exchange Commission for interim reporting and
              include all adjustments (consisting only of normal recurring
              adjustments) that are, in the opinion of management, necessary for
              a fair presentation. These financial statements have not been
              audited.

              Certain information and footnote disclosures normally included in
              financial statements prepared in accordance with generally
              accepted accounting principles have been condensed or omitted
              pursuant to such rules and regulations for interim reporting. The
              Company believes that the disclosures contained herein are
              adequate to make the information presented not misleading.
              However, these financial statements should be read in conjunction
              with the financial statements and notes thereto included in the
              Company's Annual Report for the period ended July 31, 2002, which
              is included in the Company's Form 10-KSB dated July 31, 2002 and
              filed December 12, 2002. The financial data for the interim
              periods presented may not necessarily reflect the results to be
              anticipated for the complete year. Certain reclassifications of
              the amounts presented for the comparative period have been made to
              conform to the current presentation.

           (E)Recent accounting pronouncements
              In June 2002, the Financial Accounting Standards Board issued
              Statement of Financial Accounting Standards No. 146, "Accounting
              for Costs Associated with Exit or Disposal Activities". SFAS 146
              requires that a liability be recognized on the date on which the
              company had committed to an exit plan. In 2003 the Company adopted
              this statement with no effect on our financial position or results
              of operations.

              In October 2002, the Financial Accounting Standards Board issued
              Statement of Financial Accounting Standards No. 147, "Acquisition
              of Certain Financial Institutions." The adoption of SFAS 147 will
              not have any impact on our financial position or results of
              operations.

              Effective January 1, 2003, we adopted Financial Accounting
              Standards Board ("FASB") Interpretation No. ("FIN") 45,
              "Guarantor's Accounting and Disclosure Requirements for
              Guarantees, Including Indirect Guarantees of Indebtedness of
              Others." FIN 45 elaborates on the disclosures that must be made by
              a guarantor in its interim and annual financial statements about
              its obligations under certain guarantees. It also clarifies that a
              guarantor is required to recognize, at the inception of a
              guarantee, a liability for the fair value of the obligation
              undertaken in issuing the guarantee. The adoption of this
              interpretation did not have a material effect on our financial
              position or results of operations. We have a guarantee under an
              operating lease amounting to $38,000 as of January 31, 2003, for
              the residual value of a vehicle at the end of its operating lease
              period. Based upon our expectation that the value of the leased
              asset at the end of the lease term will exceed the guaranteed
              amount, no accruals have been recognized for this guarantee.

              In January 2003, the FASB issued FIN 46, "Consolidation of
              Variable Interest Entities, an Interpretation of ARB No. 51." FIN
              46 requires a variable interest entity ("VIE") to be consolidated
              by the primary beneficiary of the entity under certain
              circumstances. FIN 46 is effective for all new VIE's created or
              acquired after January 31, 2003. For VIE's created or acquired
              prior to February 1, 2003, the provisions of FIN 46 must be
              applied for the first interim or annual period beginning after
              June 15, 2003. We do not expect adoption of this interpretation
              will have a material impact on our financial position or results
              of operations.

                                       8
<PAGE>


2.       Related Party Transactions

         Silver leases its corporate headquarters from a Director of the Company
         at the rate of $2,200 per month. This amounted to $13,200 during each
         of the six-month periods ended January 31, 2003 and 2002.

         The Company had received loans from one of its Directors. The balance
         owed was $504 at January 31, 2003. Tandori sold product and services to
         the same Director in the amount of $12,310, of which $2,506 remains
         unpaid at January 31, 2003.

         HMS leases its facility from HMS Leasing Company, LLC, at the rate of
         $8,075 per month pursuant to a lease agreement that expires on October
         31, 2010. This amounted to $48,450 during the six-month periods ended
         January 31, 2003 and 2002. HMS Leasing Company, LLC is owned by the
         president of HMS.

         HMS had advances to its president and companies controlled by him at
         January 31, 2003 in the amount of $20,831.

         The Company has made net sales to Premier Concepts, Inc. ("Premier") of
         $64,221during the six months ended January 31, 2003 and has receivables
         from Premier of $98,563 at January 31, 2003. The Company owns 9.5% of
         the stock of Premier at January 31, 2003. The Chief Executive Officer
         of Premier is a Director of the Company and on November 25, 2002 became
         President and Acting Chief Executive Officer of the Company.

         Related party interest expense amounted to $18,739 and $39,826 for the
         three-month periods ended January 31, 2003 and 2002, respectively, and
         amounted to $52,000 and $90,373 for the six-month periods ended January
         31, 2003 and 2002, respectively. Accrued interest payable to related
         parties amounted to $28,450 at January 31, 2003. See Note 6 for notes
         payable due related parties.

         Effective October 28, 2002, the former President of Con-Tex entered
         into a transaction with his sister-in-law whereby he sold the assets of
         one of the retail locations for cash proceeds of $30,645. The Company
         recorded a loss on the transaction of $51,015 and is currently
         evaluating its options.

         Amounts due from related parties at January 31, 2003 may be summarized
         as follows:

          Premier Concepts, Inc. ........   $ 98,563
          Greg Gordon, Director .........      2,506
          Harry Schmidt, President of HMS     20,831
                                            --------
                                            $121,900

         Amounts due to related parties at January 31, 2003, excluding notes
         payable included in Note 6, may be summarized as follows:

          Greg Gordon, Director ..............................   $   504
          David Gordon, shareholder and brother of Greg Gordon    28,450
                                                                 -------
                                                                 $28,954

                                       9
<PAGE>


3.       Marketable Equity Securities

         The following summarizes the Company's investments in securities at
        January 31, 2003:

          Trading securities:
                   Cost .................   $  93,581
                   Unrealized gain (loss)     (87,010)
                                            ---------
                       Fair value .......   $   6,571
                                            =========

          Available-for-sale securities:
                   Cost .................   $ 429,550
                   Unrealized gain (loss)    (369,200)
                                            ---------
                       Fair value .......   $  60,350
                                            =========

         The Company recognized an unrealized loss from trading securities in
         the amount of $1,093 and $5,464 during the three and six month periods
         ended January 31, 2003, respectively. The Company recognized an
         unrealized gain from trading securities in the amount of $140,587
         during the three month period ended January 31, 2002 and recognized an
         unrealized loss from trading securities in the amount of $225,913
         during the six month period ended January 31, 2002.

         Unrealized losses from available-for-sale securities included, as a
         component of equity, as of January 31, 2003 were as follows:

          Unrealized losses ...........................   $(369,200)
          Deferred income taxes .......................     125,600
                                                          ---------
          Accumulated other comprehensive income (loss)   $(243,600)
                                                          =========


4.       Inventories and gold consignment agreement

         Inventories at January 31, 2003 consist of:

          Gold jewelry ....................   $ 7,296,338
          Silver and other jewelry ........     1,229,320
          Electronic equipment and supplies       142,005
                                              -----------
                                                8,667,663
          Less consigned gold .............    (4,375,822)
                                              -----------
               Net inventories ............   $ 4,291,841
                                              ===========

          HMS has a gold consignment agreement with a gold lender. Under the
          terms of the agreement, HMS is entitled to lease the lesser of an
          aggregate amount of 13,200 ounces, or an aggregate consigned gold
          value not to exceed $4,950,000 less any balance outstanding on its
          $1,500,000 line of credit. Title to such consigned gold remains with
          the gold lender until HMS purchases the gold. However, during the
          period of consignment, the entire risk of loss, damage or destruction
          of the gold is borne by HMS. The purchase price per ounce is based on
          the daily Second London Gold Fix. HMS pays the gold consignor a
          consignment fee based upon the dollar value of gold ounces
          outstanding, as defined in the agreement. At January 31, 2003, HMS had
          11,907 ounces of gold on consignment with a market value of $4,375,823
          ($367.50 per ounce).

          The consignment agreement contains certain restrictive covenants
          relating to maximum usage, net worth, working capital, and other
          financial ratios, and the agreement requires HMS to own a specific
          amount of gold at all times. The agreement also limits the amount
          which HMS can pay to SGD and its sister companies. At January 31, 2003
          HMS had transactions and balances with SGD and its sister companies as
          follows:

                                       10
<PAGE>

          Expenses paid on behalf of SGD ...................   $ 425,100
          Product and services sold to sister companies ....     113,079
          Loans and advances ...............................     114,046
                                                               ---------
                                                                 652,225
          HMS share of consolidated income taxes, due to SGD    (516,300)
          Management fee due SGD ...........................    (210,000)
                                                               ---------
            HMS over (under) allowable amount ..............   $ (74,075)
                                                               =========

          Consigned gold is not included in inventory, and there is no related
          liability recorded. As a result of these consignment arrangements, HMS
          is able to shift a substantial portion of the risk of market
          fluctuations in the price of gold to the gold lender, since HMS does
          not purchase gold from the gold lender until receipt of a purchase
          order from, or shipment of jewelry to, its customers.

          The gold lender has also provided a line of credit to HMS in the
          amount of $1,500,000 that is due on demand, including interest at the
          lender's prime rate plus 3/4%. At January 31, 2003, HMS had an advance
          of $551,000 on this line of credit.

          HMS is currently negotiating with its gold lender to increase the size
          of the consignment facility and to modify certain terms and conditions
          of the current agreement.


5.       Long-term debt and notes payable

         Long-term debt and notes payable at January 31, 2003 consists of the
         following:
<TABLE>
<S>                                                                                  <C>

          Note payable to bank with interest at 9% payable on
          demand or January 1, 2003 if no demand is made; accrued
          interest payable monthly; collateralized by all assets of
          Silver and guaranteed by a Director of SGD (PAST DUE) ....................   $   144,000

          Note payable to bank with interest at prime + 1%; currently
          5.25%; due on September 25, 2003; guaranteed by a shareholder
          and the brother of a Director of SGD .....................................       300,000

          Notes payable to companies in monthly installments;
          collateralized with transportation equipment .............................        94,187

          Note payable to company due July 30, 2003 with interest at
          5.8% payable monthly; collateralized by stock of HMS .....................       835,000

          Line of credit with a bank; due on demand; interest of prime +3/4% payable
          monthly; collateralized by accounts receivable of HMS ....................       551,000

          Note payable to an individual with interest at New York prime; payable
          $20,000 plus interest annually ...........................................       100,000

          Current installments of long-term debt and notes payable .................    (1,893,063)
                                                                                       -----------

          Long-term debt less current installments .................................   $   131,124
                                                                                       ===========
</TABLE>


                                       11
<PAGE>


6        NOTES PAYABLE DUE RELATED PARTIES

         Notes payable due related parties at January 31, 2003 consist of the
         following:
<TABLE>
<S>                                                                        <C>

            Notes payable to the president of HMS Jewelry Company, Inc.;
            due August 1, 2003, with interest payable monthly at 8%;
            collateralized by the stock of HMS Jewelry Company, Inc.;
            convertible into common stock of the Company at $.05 per share
            with anti-dilution rights ....................................   $ 1,250,000

            Notes payable to a shareholder and the brother of a Director
            of the Company; due on August 1, 2004 with interest at 12%,
            unsecured ....................................................       473,407

            Note payable to a shareholder and the brother of a Director of
            the Company; due on demand with interest at 8%; unsecured;
            convertible into common stock of the Company at $.01 per share        50,000

            Note payable to a shareholder and the brother of a Director of
            the Company; due on demand with interest at 8%; unsecured;
            convertible into common stock of the Company at $.05 per share
            with anti-dilution rights ....................................        30,000


            Less current installments ....................................    (1,330,000)
                                                                             -----------

                                                                             $   473,407
                                                                              ===========

</TABLE>


                                       12
<PAGE>



7.       Segment information

         The Company reports segments based upon the management approach, which
         designates the internal reporting that is used by management for making
         operating decisions and assessing performance. For the six-month period
         ended January 31, 2003, the Company operated in the following segments
         (amounts in thousands):
<TABLE>
<CAPTION>

                                                                                Corporate
                                          Gold         Silver      LifeStyle    and other  Consolidated

         Revenues:
<S>                                   <C>          <C>            <C>         <C>           <C>
           External customers         $    8,644   $     1,119    $   1,886   $        -    $    11,649
           Intersegment               $        -             -            -            -    $

         Earnings (loss)
           from operations            $      823   $      (160)   $   ( 316)  $     (114)   $       233
         Unrealized (loss) on
           marketable securities               -             -            -           (5)            (5)
         Other, net                          (90)          (60)         (20)        (103)          (273)
         Deferred income tax
           (expense) benefit                (251)           75          113           75             12
                                      -----------  -----------    ---------   ----------    -----------
         Net earnings (loss)          $      482   $      (145)   $    (223 ) $     (147)   $       (33)
                                      ==========   ===========    ==========  ==========    ============

         Assets                       $    9,894   $     1,672    $   1,481   $      565    $    13,612
                                      ==========   ===========    ==========  ==========    ===========
</TABLE>

         For the six-month period ended January 31, 2002, the Company operated
         in the following segments (amounts in thousands):
<TABLE>
<CAPTION>

                                                                                Corporate
                                          Gold         Silver      LifeStyle    and other  Consolidated

         Revenues:
<S>                                   <C>          <C>            <C>         <C>           <C>
           External customers         $    7,044   $     1,565    $     625   $        -    $     9,234
           Intersegment               $       46             -            -            -    $        46

         Earnings (loss)
           from operations            $      923   $      (156)   $    (150)  $     (206)   $       411
         Unrealized (loss) on
           marketable securities               -             -            -         (226)          (226)
         Other, net                         (110)          (10)           1          (10)          (129)
         Deferred income tax
           (expense) benefit                (278)           55           51          150            (22)
                                      -----------  -----------    ---------   ----------    ------------
         Net earnings (loss)          $      535   $      (111)   $     (98)  $     (292)   $        34
                                      ==========   ============   =========   ==========    ===========

         Assets                       $    8,273   $     2,782    $     938   $      831    $    12,824
                                      ==========   ===========    =========   ==========    ===========
</TABLE>


         The Gold segment represents the wholesale operations of HMS. The Silver
         segment represents the wholesale and retail operations of Silver. The
         LifeStyle segment represents the operations of Tandori.

         Corporate assets consist primarily of marketable securities and prepaid
         expenses.





                                       13
<PAGE>



8.       LEGAL MATTERS

         At a meeting of the Board of Directors of SGD on November 25, 2002,
         Terry Washburn was appointed to replace James G. "Greg" Gordon
         ("Gordon") as President of SGD. Subsequently, the SGD Board of
         Directors removed the Con-Tex Board of Directors and two of the SGD
         Directors were appointed to the Board of Directors of Con-Tex. At a
         meeting of the Board of Directors of Con-Tex, Gordon, his wife, Lisa
         Gordon and the General Manager of Con-Tex were terminated. Terry
         Washburn was appointed as the new President of Con-Tex.

         On December 13, 2002 SGD filed a petition against Gordon in the 342nd
         District Court, Tarrant County, Texas alleging breach of fiduciary
         duty, conversion of corporate funds and misappropriation of corporate
         funds. SGD is alleging that Gordon, who was President of SGD from June
         10, 1999 until November 25, 2002, wrongfully and without authority or
         approval, transferred approximately $2.7 million from two separate SGD
         bank accounts into an account or accounts held by Con-Tex. Thereafter
         Gordon utilized a portion of SGD's funds for his and his family's
         personal use and enjoyment, his personal financial gain and for
         unauthorized transactions on Con-Tex's behalf. SGD is seeking to
         recover its damages, which were in excess of $2.7 million, costs of
         court and pre-judgment interest as allowed by law. Gordon has filed a
         counter-claim which primarily seeks the reversal of a reverse
         stock-split that reduced his share ownership from 67,500,000 shares to
         11,250,000 shares.



                                       14
<PAGE>



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

         From time to time, the Company may publish forward-looking statements
         relative to such matters as anticipated financial performance, business
         prospects, technological developments and similar matters. The Private
         Securities Litigation Reform Act of 1995 provides a safe harbor for
         forward-looking statements. All statements other than statements of
         historical fact included in this section or elsewhere in this report
         are, or may be deemed to be, forward-looking statements within the
         meaning of Section 27A of the Securities Act of 1933 and Section 21E of
         the Exchange Act of 1934. Important factors that could cause actual
         results to differ materially from those discussed in such
         forward-looking statements include: 1. General economic factors
         including, but not limited to, changes in interest rates, trends in
         disposable income; 2. Information and technological advances; 3. Cost
         of products sold; 4. Competition; 5. Legal issues; and 6. Success of
         marketing, advertising and promotional campaigns.

         Effective September 1, 2001, the Company acquired the LifeStyle
         Technologies(TM) franchise for Raleigh, North Carolina, Houston, Texas,
         Wilmington, North Carolina and Greensboro, North Carolina, in exchange
         for $300,000 in cash to be paid to the franchisor. In addition, the
         Company issued 800,000 shares of its common stock, valued at $160,000,
         based upon the quoted price on the date of the transfer, to certain
         principals of the new operation.


A.       LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital increased from $3,630,930 at July 31,
         2002 to $3,746,900 at January 31, 2003. The increase in working capital
         of $115,970 consists of an increase in current assets of $1,338,944
         less an increase in current liabilities of $1,222,974. The major items
         of the increase in current assets consisted of an increase in accounts
         receivable of $924,500; an increase in inventory of $747,558; and a
         decrease in cash of $392,687. The major increase in current liabilities
         was from an increase in accounts payable of $413,723 and a net increase
         in current installments of long-term debt and notes payable of
         $897,221. The majority of the increases in accounts receivable,
         inventory and accounts payable, as well as the decrease in cash are the
         result of higher pre-Christmas sales and the increased inventory to
         support the seasonal sales. These increases are consistent with
         activity in the prior year period and have begun to decline after the
         Christmas season. In addition, due to the higher price of gold (up 16%
         between the beginning and end of the current quarter), HMS has had to
         utilize its accounts receivable line of credit to augment its gold
         consignment facility.

         The Company is currently budgeting $160,000 for capital expenditures
         for the remainder of fiscal 2003. This includes approximately $150,000
         to upgrade and add showroom equipment for its Tandori locations and
         $10,000 for other miscellaneous equipment. The Company will either use
         cash, its existing credit facilities or may secure a floor-plan loan
         for the Tandori equipment.

         As of March 21, 2003, the Company is past due on one note payable to a
         bank in the amount of $144,000, which they plan to attempt to extend
         during the next quarter. During January 2003 SGD obtained the guaranty
         to cure the default of the covenants on the note payable in the amount
         of $835,000. In addition, SGD replaced the $1,250,000 note payable to a
         related party with a new note in the same amount which is convertible
         into common stock of the Company at $.05 per share with anti-dilution
         rights. The guarantor of the $835,000 loan, who is the brother of a
         Director of the Company, received 500,000 shares of the common stock of
         the Company as a fee. The shares have anti-dilution rights and the
         transaction was valued at $.05 per share, the closing price of the
         common stock on January 29, 2003. The $25,000 will be amortized over
         the remaining term of the loan.

                                       15
<PAGE>

         In addition, 1,100,000 shares of the common stock of the Company were
         issued as a fee to replace the $1,250,000 loan which was due October
         15, 2002 with a new loan due August 1, 2003. The shares have
         anti-dilutive rights and the related $55,000 valuation (based upon the
         $.05 closing price of the common stock on January 29, 2003) will be
         amortized over the remaining term of the loan. The loan is also
         convertible into common stock of the Company at $.05 per share with
         anti-dilutive rights.

B.       RESULTS OF OPERATIONS
         THREE MONTHS ENDED JANUARY 31, 2003 AND JANUARY 31, 2002

         SALES AND COST OF SALES - The Company's sales may be summarized as
         follows for the three-month periods ended January 31, 2003 and 2002:

                                   2002           2001

          Gold .............   $ 4,648,559   $ 4,203,390
          Silver:
            Wholesale ......       321,035       676,674
            Retail .........       239,355       330,202
                               -----------   -----------
                                   560,390     1,006,876
          Tandori ..........       787,480       394,253
                               -----------   -----------
                                 5,996,429     5,604,519
          Intersegment sales          --         (46,500)
                               -----------   -----------
                               $ 5,996,429   $ 5,558,019
                               ===========   ===========



         Gold sales increased $445,169 (10.6%) during the three months ended
         January 31, 2003 as compared to the year earlier period. The majority
         of the increase during this period would be attributed to higher gold
         prices. The Second London Gold Fix was $367.50 per ounce on January 31,
         2003 as compared to $316.55 per ounce on October 31, 2002.

         Silver sales decreased $446,486 (44.3%) during the three months ended
         January 31, 2003 as compared to the year earlier period. Wholesale
         sales declined $355,639 (52.6%) and retail sales declined $90,847
         (27.5%) during the period. All upper management was terminated during
         December 2002 and the Company is currently evaluating closing down
         certain elements of the business.

         Tandori sales increased $393,227 (99.7%) during the three months ended
         January 31, 2003 as compared to the year earlier period. Sales during
         the current year period include $552,130 at the Raleigh, North Carolina
         location and $235,350 from the location in Spring, Texas. Raleigh's
         sales were down approximately 35% from the quarter ended October 31,
         2002, due in large part to several winter storms which caused a loss of
         approximately 20% in available work days. The remainder of the decline
         would be primarily a result of the holidays. The Spring location added
         a new builder during the middle of February 2003 and expects to have
         substantially higher sales during the next quarter.





                                       16
<PAGE>




         SIX MONTHS ENDED JANUARY 31, 2003 AND JANUARY 31, 2002

         The Company's sales may be summarized as follows for the six-month
         periods ended January 31, 2003 and 2002:

                                   2002            2001

          Gold .............   $ 8,643,515   $ 7,090,606
          Silver:
            Wholesale ......       686,135     1,053,486
            Retail .........       433,075       511,497
                               -----------   -----------
                                 1,119,210     1,564,983
          Tandori ..........     1,886,622       624,788
                               -----------   -----------
                                11,649,347     9,280,377
          Intersegment sales          --         (46,500)
                               -----------   -----------
                               $11,649,347   $ 9,233,877
                               ===========   ===========




         Gold sales have increased $1,552,909 (22%) from the year earlier
         period. The increase is attributed to the new catalog which was
         distributed during the late spring and the higher gold prices. The
         Second London Gold Fix was $367.50 on January 31, 2003 as compared to
         $304.65 on July 31, 2002.

         Silver sales decreased $445,773 (28.5%) during the six months ended
         January 31, 2003 as compared to the same year earlier period. This
         amount included $367,351 from wholesale sales and $78,422 from retail
         sales. The continuing decline in sales contributed to the Company's
         decision to terminate all upper management in December 2002. The
         Company is evaluating closing down the unprofitable elements of the
         business.

         Tandori sales increased $1,261,834 (202%) from the year earlier period.
         The prior year period included only one location for five months,
         whereas the current year period includes two locations for the full
         six-month period. Sales from the Raleigh, North Carolina location
         accounted for 74.5% of the total while the new location in Spring,
         Texas, which became fully operational during January 2002, accounted
         for the remainder. As mentioned above, the weather resulted in the
         Raleigh location missing about 20% of their work days during the latest
         quarter, which resulted in sales being lower that might have been
         otherwise expected.

         COST OF GOODS SOLD

         During the six months ended January 31, 2003, gold had a gross profit
         of 25.3%; Silver had a gross profit of 55.8%; and Tandori had a gross
         profit of 24.1% for a combined gross profit of 28.0%. This compares to
         gross profit of: Gold - 28.8%; Silver - 51.4%; Tandori - 28.0%; and
         combined - 32.7% for the prior year period. Gold's gross profit has
         declined primarily due to the increase in gold price. Gold has a fixed
         amount of profit for each ounce of gold sold; accordingly, with the
         gold value increasing the gross profit percentage is a smaller
         percentage of sales. The decline in Tandori's gross profit percentage
         is in part due to the addition of high voltage electrical services to
         their Spring, Texas location. The high voltage electrical division has
         only nominal costs which are not included in cost of sales and
         accordingly has a lower gross profit margin.




                                       17
<PAGE>



         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

         THREE MONTHS ENDED JANUARY 31, 2003 AND JANUARY 31, 2002


         The following table summarizes the Company's selling, general and
         administrative expenses ("SGA") for the three-month periods ended
         January 31, 2003 and 2002:

                                    2003          2002

          Gold ..............   $  698,986   $  613,243
          Silver ............      407,937      491,500
          Tandori ...........      344,236      224,647
          Corporate and other      134,079      157,337
                                ----------   ----------
            Total ...........   $1,585,238   $1,486,727
                                ==========   ==========

         Combined SGA for the quarter ended January 31, 2003 increased $98,511
         (6.6%). Gold's SGA increased 14%, Silver's SGA decreased 17%, Tandori's
         SGA increased 53.2% and corporate SGA decreased 14.8%. The overall
         increase is consistent with the net sales increase of 7.9%. The Tandori
         increase is higher primarily due to having only one operating location
         during most of the prior year period while operating two locations in
         the current period.

         Six months ended January 31, 2003 and January 31, 2002

         The following table summarizes the Company's selling, general and
         administrative expenses for the six-month periods ended January 31,
         2003 and 2002:

                                    2003         2002

          Gold ..............   $1,316,692   $1,113,635
          Silver ............      784,598      959,958
          Tandori ...........      741,046      325,062
          Corporate and other      188,607      205,978
                                ----------   ----------
            Total ...........   $3,030,943   $2,604,633
                                ==========   ==========


         Gold's SGA increased $203,057 (18.2%) from the prior year period. The
         major cost increases included salaries of $25,498; catalog costs of
         $59,059; freight of $41,139; and commissions of $30,021. Advertising
         costs declined $32,995. The increase in SGA is consistent with the
         sales increase.

         Silver's SGA decreased $83,563 from the prior year period. The major
         components of the decline were: payroll decrease of $116,394;
         commission decrease of $39,232; rent increase of $31,544; and an
         increase in legal and professional costs of $15,273.

         Tandori's SGA increased $415,984 from the prior year period. The major
         reason for the increase is operating one location during the prior year
         period for only five months as compared to operating two locations for
         six months during the current period.

         Corporate SGA remained approximately the same as in the prior year and
         consists primarily of insurance, accounting and audit costs and legal
         and professional costs.

         INTEREST EXPENSE AND GOLD CONSIGNMENT FEE - Interest expense increased
         $39,599 and $66,265 during the three and six month periods ended
         January 31, 2003, respectively, as compared to the prior year periods.


                                       18
<PAGE>

         Related party interest expense decreased $21,087 and $38,373,
         respectively, during the same periods. At January 31, 2003 there was
         $1,803,407 in related party notes payable outstanding and $2,024,187 in
         other notes payable outstanding. At January 31, 2002 there was
         $2,268,153 in related party notes payable outstanding and $249,556 in
         other notes payable outstanding. The reduction in related party notes
         payable accounts for the decrease in related party interest expense.
         The increase in other notes payable resulted in an increase in other
         interest expense.

         The gold consignment fee increased $21,542 and $27,898 during the three
         and six month periods ended January 31, 2003, respectively, as compared
         to the prior year periods. The increase is due to having higher
         balances on the gold consignment facility as a result of increases in
         the gold price and increases in the number of ounces of gold on
         consignment. At January 31, 2003 HMS had 11,907 ounces of gold on
         consignment with a related consignment obligation of 4,375,823 ($367.50
         per ounce). At January 31, 2002 HMS had 8,487 ounces of gold on
         consignment with a related consignment obligation of $2,395,880
         ($282.30 per ounce). Accordingly, the increase is a result of the 40%
         increase in gold on consignment coupled with the 30% increase in the
         price of gold.

         INTEREST AND OTHER INCOME - Interest and other income of the Company
         decreased during the three and six month periods ended January 31, 2003
         from the same year earlier periods. The decrease is attributed to the
         higher average interest-bearing cash balances during the prior year
         period.

         UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company
         recognized an unrealized loss in the amount of $1,093 and $5,464 during
         the three and six month periods ended January 31, 2003, respectively,
         from its investment in marketable equity securities that have been
         classified as trading securities. During the three month period ended
         January 31, 2002 the Company recognized a gain of $140,587 and during
         the six month period ended January 31, 2002 the Company recognized a
         loss of $225,913.

         LOSS ON SALE OF ASSETS - Effective October 28, 2002, the former
         President of Con-Tex entered into a transaction with his sister-in-law
         whereby he sold the assets of one of the retail locations for cash
         proceeds of $30,645. The Company recorded a loss on the transaction of
         $51,015.

         INCOME TAXES - The Company recorded income tax benefit in the amounts
         of $10,600 and $12,300 during the three and six month periods ended
         January 31, 2003, respectively. The Company recorded a provision for
         income taxes in the amount of $145,400 and $22,100 during the three and
         six month periods ended January 31, 2002, respectively.


ITEM 3.  CONTROLS AND PROCEDURES

         The Company has established and currently maintains controls and other
         procedures designed to ensure that material information required to be
         disclosed in its reports filed under the Securities Exchange Act of
         1934 is recorded, processed, summarized and reported, within the time
         periods specified by the Securities and Exchange Commission. In
         conjunction with the close of each fiscal quarter, the Company conducts
         an update and a review and evaluation of the effectivenessof the
         Company's disclosure controls and procedures. In the opinion of the
         Company's principal executive officer, based upon an evaluation
         completed within 90 days prior to the filing of this report, that the
         Company's disclosure controls and procedures are sufficiently effective
         to ensure that any materialinformation relating to the Company is
         recorded, processed, summarized and reported to its principal officers
         to allow timely decisions regarding required disclosures.




                                       19
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On December 13, 2002 SGD filed a petition against James G. "Greg"
         Gordon ("Gordon") in the 342nd District Court, Tarrant County, Texas
         alleging breach of fiduciary duty, conversion of corporate funds and
         misappropriation of corporate funds. SGD is alleging that Gordon, who
         was President of SGD from June 10, 1999 until November 25, 2002,
         wrongfully and without authority or approval, transferred approximately
         $2.7 million from two separate SGD bank accounts into an account or
         accounts held by Con-Tex. Thereafter Gordon utilized a portion of SGD's
         funds for his and his family's personal use and enjoyment, his personal
         financial gain and for unauthorized transactions on Con-Tex's behalf.
         SGD is seeking to recover its damages, which were in excess of $2.7
         million, costs of court and pre-judgment interest as allowed by law.
         Gordon has filed a counter-claim which primarily seeks the reversal of
         a reverse stock-split that reduced his share ownership from 67,500,000
         shares to 11,250,000 shares.

ITEM 2.  CHANGES IN SECURITIES

         During the three months ended January 31, 2003, the Company issued
         2,600,000 shares of its $.0001 par value common stock in exchange for a
         loan revision, obtaining a personal guaranty for a Company obligation
         and for release of a rescission claim. The issues were all valued at
         $.05 per share, the closing stock price on the date of the agreement.
         The small business issuer claimed exemption from registration based
         upon Section 4(2) of the Securities and Exchange Act of 1933.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         (a)      Exhibits - 99.1  Certificate Pursuant to 18 U.S.C.
                  Section 1350
         (b)      Reports on Form 8-K - Not applicable


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                     SGD HOLDINGS, LTD.



Date:    March 24, 2003      By:      /s/ Terry Washburn
                                      -----------------------------------
                                      Terry Washburn, President, Acting CEO
                                      and Principal Accounting Officer






                                       20
<PAGE>



                                  CERTIFICATION

I, Terry Washburn, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of SGD Holdings,
         Ltd.;
2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of 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, 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-14 and 15d-14) for
         the registrant and have:
         a)  designed such disclosure controls and procedures to ensure that
             material information relating to the registrant
             is made known to me by others within the Company, particularly
             during the period in which this quarterly report is being prepared;
         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this quarterly report (the "Evaluation Date"); and
         c)  presented in this quarterly report my conclusions about the
             effectiveness of the disclosure controls and procedures based on my
             evaluation as of the Evaluation Date;
5.       I have disclosed, based on my most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent functions):
         a)  all significant deficiencies in the design or operation of internal
             controls which could adversely affect the
             registrant's ability to record, process, summarize and report
             financial data and have identified for the registrant's auditors
             any material weaknesses in internal controls; and
         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls;
6.       I have indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.



March 24, 2003                              /s/ Terry Washburn
                                            --------------------------
                                            Terry Washburn
                                            President and Acting CEO





                                       21
<PAGE>


         Exhibit 99.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

         Pursuant to and solely for purposes of, 18 U.S.C. Section 1350 (Section
         906 of the Sarbanes-Oxley Act of 2002), the undersigned hereby
         certifies in the capacity and on the date indicated below that:

                  1.       The Quarterly Report of SGD Holdings, Ltd. (the
                           "Registrant") on Form 10-QSB for the period ended
                           January 31, 2003 as filed with the Securities and
                           Exchange Commission on the date hereof (the "Report")
                           fully complies with the requirements of Section 13(a)
                           or 15(d) of the Securities Exchange Act of 1934; and

                  2.       The information contained in the Report fairly
                           presents, in all material respects, the financial
                           condition and results of operations of the
                           Registrant.


                  Date:    March 24, 2003      By:      /s/Terry Washburn
                                                        -----------------
                                                        Terry Washburn
                                                        President and Acting CEO



                                       22
<PAGE>