U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For the Quarter ended: October 31, 2003

                         Commission file number 0-29671

                               SGD HOLDINGS, LTD.
                 (Name of small business issuer in its charter)

             DELAWARE                                13-3986493
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

                    4385 SUNBELT DRIVE, ADDISON, TEXAS 75001
               (Address of principal executive offices) (Zip Code)


                    Issuer's telephone number (972) 248-0266


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 registraint's common stock, par value $.0001
per share, as of November 30, 2003 was 36,266,077.

Transitional Small Business Disclosure Format (Check one) Yes() No(X)




<PAGE>


<TABLE>
<CAPTION>


SGD HOLDINGS, LTD. AND SUBSIDIARIES

Form 10-QSB Index

                                                                                            Page No.

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

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

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

                            Condensed Consolidated Statements of Cash Flows -
                            Three Months Ended October 31, 2003 and 2002                       5

                            Notes to Condensed Consolidated Financial Statements -
                            Three Months Ended October 31, 2003 and 2002                      6-14

           Item 2.          Managements Discussion and Analysis of Financial
                            Condition and Results of Operations                              15-18

           Item 3.          Controls and Procedures                                          18-19

Part II.                    Other Information                                                19-23

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                                       2
<PAGE>




SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Balance Sheet
October 31, 2003
(Unaudited)

ASSETS:
Current assets:
 Cash and cash equivalents ....................................     $   584,050
 Trade accounts receivable, net of allowance of $61,752 .......       2,270,005
 Marketable equity securities .................................          28,184
 Inventory ....................................................       2,589,577
 Due from related parties .....................................          61,184
 Deferred income taxes ........................................         207,100
 Prepaid expenses and other assets ............................         377,093
                                                                    -----------
  Total current assets ........................................       6,117,193
Property and equipment, net ...................................         219,283
Goodwill, net .................................................       3,490,612
Marketable equity securities ..................................           3,550
Other assets ..................................................          22,997
                                                                    -----------
     Total assets .............................................     $ 9,853,635
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
 Note payable .................................................     $   835,000
 Notes payable - related parties ..............................       1,330,000
 Accounts payable .............................................       1,511,402
 Accrued expenses .............................................          82,096
 Due to related parties .......................................         164,388
                                                                    -----------
  Total current liabilities ...................................       3,922,886
Deferred income taxes payable .................................           9,400
                                                                    -----------
     Total liabilities ........................................       3,932,286
                                                                    -----------
Commitments and contingencies

Stockholders' equity:
 Common stock, $.0001 par value; 200,000,000 shares authorized;
   36,266,077 shares issued and outstanding ...................           3,627
 Additional paid-in capital ...................................       9,810,868
 Accumulated deficit ..........................................      (3,612,046)
 Accumulated other comprehensive loss .........................        (281,100)
                                                                    -----------
   Total stockholders' equity .................................       5,921,349
                                                                    -----------
     Total liabilities and stockholders' equity ...............     $ 9,853,635
                                                                    ===========

See accompanying notes to condensed consolidated financial statements.





                                       3
<PAGE>



SGD HOLDINGS, LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>

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

                                                                      2003             2002

<S>                                                                <C>              <C>
Sales and revenues ...........................................     $ 3,544,727      $ 3,994,956
Cost of sales ................................................       2,719,651        3,006,297
                                                                   -----------      -----------
  Gross profit ...............................................         825,076          988,659
Selling, general and administrative expense ..................         774,650          657,234
                                                                   -----------      -----------
  Earnings from operations ...................................          50,426          331,425

Other income (expense):
  Unrealized gain (loss) on marketable securities ............          19,670           (4,371)
  Interest expense ...........................................         (12,107)         (25,622)
  Interest expense - related parties .........................         (45,350)         (26,000)
  Gold consignment fee .......................................         (35,361)         (38,799)
  Interest and other income ..................................           2,883            2,114
                                                                   -----------      -----------
    Total other income (expense) .............................         (70,265)         (92,678)
                                                                   -----------      -----------
Earnings (loss) from continuing operations before income taxes         (19,839)         238,747
Income tax expense (benefit) .................................          (5,900)          82,000
                                                                   -----------      -----------

Earnings (loss) from continuing operations ...................         (13,939)         156,747
                                                                   -----------      -----------
Discontinued operations:
 Loss from operation of discontinued operations ..............            --           (245,814)
 Income tax benefit ..........................................            --            (83,700)
                                                                   -----------      -----------
     Loss on discontinued operations .........................            --           (162,114)
                                                                   -----------      -----------
Net loss .....................................................     $   (13,939)     $    (5,367)
                                                                   ===========      ===========

Basic and diluted earnings (loss) per share:
  Continuing operations ......................................     $     (0.00)     $      0.01
  Discontinued operations ....................................            --              (0.01)
                                                                   -----------      -----------
     Net loss per share ......................................     $     (0.00)     $     (0.00)
                                                                   ===========      ===========

Weighted average shares outstanding (thousands) ..............        36,266.1         28,166.1
                                                                   ===========      ===========

See accompanying notes to condensed consolidated financial statements.
</TABLE>




                                       4
<PAGE>


<TABLE>
<CAPTION>


SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
Three Months Ended October 31, 2003 and 2002
(Unaudited)

                                                                                    2003           2002

Cash flows used in operating activities:
<S>                                                                           <C>              <C>
Net loss ................................................................     $   (13,939)     $    (5,367)
  Loss from discontinued operations .....................................            --            162,114
                                                                              -----------      -----------
     Earnings (loss) from continuing operations .........................         (13,939)         156,747

Adjustments to reconcile net earnings (loss) to net cash used inoperating
  activities:
  Depreciation and amortization .........................................          18,372           16,502
  Deferred income taxes .................................................          (5,900)          82,000
  Unrealized (gain) loss on marketable securities .......................         (19,670)           4,371
  Changes in assets and liabilities:
    Accounts receivable .................................................      (1,106,316)      (1,558,555)
    Inventory ...........................................................        (388,758)        (747,411)
    Other assets ........................................................         (58,398)          56,328
    Accounts payable and accrued expenses ...............................       1,267,948        1,108,136
                                                                              -----------      -----------
Net cash used in continuing operations ..................................        (306,661)        (881,882)
  Net cash used in discontinued operations ..............................            --           (263,564)
                                                                              -----------      -----------
     Net cash used in operations ........................................        (306,661)      (1,145,446)
                                                                              -----------      -----------

Cash flows used in investing activities:
  Capital expenditures ..................................................          (8,117)          (4,201)
                                                                              -----------      -----------
Net cash used in continuing operations ..................................          (8,117)          (4,201)
  Net cash used in discontinued operations ..............................            --             (5,373)
                                                                              -----------      -----------
     Net cash used in investing activities ..............................          (8,117)          (9,574)
                                                                              -----------      -----------
Cash flows provided by financing activities:
  Repayment of notes payable ............................................            --            (12,876)
                                                                              -----------      -----------
Net cash from continuing operations .....................................            --            (12,876)
  Net cash from discontinued operations .................................            --            285,523
                                                                                               -----------

     Net cash provided by financing activities ..........................            --            272,647
                                                                              -----------      -----------
Net decrease in cash and cash equivalents ...............................        (314,778)        (882,373)
Cash and cash equivalents, beginning of period ..........................         898,828        1,156,355
                                                                              -----------      -----------
Cash and cash equivalents, end of period ................................     $   584,050      $   273,982
                                                                              ===========      ===========

See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       5

<PAGE>



SGD HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

Three Months Ended October 31, 2003 and 2002


1.       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIes

(a)      Principles of Consolidation AND PRESENTATION

              The condensed consolidated financial statements include the
              accounts of SGD Holdings, Ltd. ("SGD") and its wholly owned
              subsidiaries HMS Jewelry Company, Inc. ("HMS"), Jewelry Solutions
              & Commerce, Inc. ("Jewelry"), Tandori, Inc. ("Tandori"), Contex
              Silver Imports, Inc.("Silver") which is inactive and Rings
              N' Things, LLC ("Rings"), the 80% owned subsidiary of Jewelry,
              (collectively referred to as the "Company"). All material
              intercompany accounts and transactions have been eliminated.

(b)      Organization

              SGD was incorporated on May 22, 1996 in Delaware as Transun
              International Airways, Inc. and until June 1999 was a
              development stage company with plans to establish itself as an ai
              transport company providing non-scheduled air service
              (charter flights) for tour operators, charter brokers, cruise line
              casinos, theme parks and theme attractions.  Transun International
              Airways, Inc. changed its name to Goldonline International, Inc.
              on June 10, 1999.  Goldonline International, Inc. changed its name
              to SGD Holdings, Ltd. on January 24, 2001.

              On April 20, 2000, pursuant to an agreement and plan of
              reorganization dated April 11, 2000, SGD acquired 100% of the
              issued and outstanding common stock of Benton Ventures, Inc.
              ("Benton"), a Delaware corporation, in exchange for 1,200,000
              newly issued common shares of SGD. On April 25, 2000, the Board of
              Directors of SGD elected to merge Benton into SGD pursuant to
              Section 253 of Delaware's General Corporate Laws. As a result of
              the merger, SGD became the surviving company and assumed the
              reporting responsibilities under successor issuer status as more
              fully detailed in Section 12(g)(3) of The Securities Exchange Act
              of 1934. Benton was a dormant company and its assets and
              liabilities were insignificant.

              HMS was incorporated on October 12, 2000 in Texas. Tandori was
              incorporated on November 9, 1998 in Nevada. Jewelry was
              incorporated on February 3, 1999 in Delaware. Rings was
              incorporated on September 2, 2003 in Nevada.


                                       6
<PAGE>


              On June 10, 1999, SGD acquired all of the issued and outstanding
              common stock of Con-Tex Silver Imports, Inc. ("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 amounts
              prior to June 10, 1999 is that of Silver.

              Effective October 1, 2000, SGD completed the acquisition of HMS
              Jewelry Co., Ltd., a Texas limited partnership, and HMS Operating
              Company, a Texas corporation, and transferred the assets acquired
              and liabilities assumed into HMS Jewelry Company, Inc. For
              accounting purposes, the acquisition was treated as a purchase.

              Effective September 1, 2001, SGD completed the acquisition of
              Tandori, Inc. in a transaction treated as a purchase for
              accounting purposes.

(c)      Discontinued Operations

              The operations of Silver and Tandori were discontinued at the end
              of July 2003, see Note 2.


(d)      Nature of Business

              SGD is a holding company principally engaged in acquiring and
              developing jewelry businesses. HMS is primarily involved in the
              wholesale gold jewelry business. Jewelry is evaluating its
              e-commerce site and Jewelry and Rings are considering other retail
              options.

(e)      General

              The condensed consolidated 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 condensed consolidated
              financial statements have not been audited. Certain information
              and footnote disclosures normally included in financial statements
              prepared in accordance with accounting principles generally
              accepted in the United States of America 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


                                       7
<PAGE>

              misleading. However, these condensed consolidated financial
              statements should be read in conjunction with the consolidated
              financial statements and notes thereto included in the Company's
              Annual Report for the year ended July 31, 2003, which is included
              in the Company's Form 10-KSB dated July 31, 2003 and filed
              November 13, 2003. 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.

(f)      Stock Options and Warrants

              The Company accounts for stock-based awards to employees using the
              intrinsic value method described in Accounting Principles Board
              Opinion (APB) No. 25, "Accounting for Stock Issued to Employees"
              and its related interpretations. Accordingly, no compensation
              expense has been recognized in the accompanying condensed
              consolidated financial statements for stock-based awards to
              employees when the exercise price of the award is equal to or
              greater than the quoted market price of the stock on the date of
              the grant.

              As of October 31, 2003, the Company had options outstanding to its
              three current directors and one former director, which vested on
              May 31, 2001, for 100,000 shares each. No options have been
              granted since that date. Accordingly, there is no pro forma
              disclosure for the current period.

              SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS
              No. 148, "Accounting for Stock-Based Compensation - Transition and
              Disclosure - an amendment of FASB Statement No. 123" require
              disclosures as if the Company had applied the fair value method to
              employee awards rather than the intrinsic value method. The fair
              value of stock-based awards to employees is calculated through the
              use of option pricing models, which were developed for use in
              estimating the fair value of traded options, which have no vesting
              restrictions and are fully transferable. These models also require
              subjective assumptions, including future stock price volatility
              and expected time to exercise, which greatly affect the calculated
              values.


(g)       Recent accounting pronouncements

              In May 2003, the FASB issued SFAS 150, "Accounting for Certain
              Financial Instruments with Characteristics of both Liabilities and
              Equity." This Statement establishes standards for how an issuer
              classifies and measures certain financial instruments with
              characteristics of both liabilities and equity. It requires that
              an issuer classify a financial instrument that is within its scope
              as a liability (or an asset in some circumstances). Many of those
              instruments were previously classified as equity. This Statement
              is effective for financial instruments entered into or modified
              after May 31, 2003, and otherwise is effective at the beginning of
              the first interim period beginning after June 15, 2003. It is to
              be implemented by reporting the cumulative effect of a change in
              an accounting principle for financial instruments created before
              the issuance date of the Statement and still existing at the
              beginning of the interim period of adoption. Restatement is not
              permitted. Adoption of this Statement did not have an impact on
              the Company's financial position or results of operations.

                                       8
<PAGE>

2.       DISCONTINUED OPERATIONS

         (a) On April 23, 2003, Silver filed a Voluntary Petition for
         Reorganization under Chapter 11 of Title 11 of the United States Code
         in the United States Bankruptcy Court for the Northern District of
         Texas, Fort Worth Division, Case No. 03-43783-DML-11.

         During the week ended July 25, 2003, management of the Company
         determined to cease operations of Silver. Accordingly, in SGD's next
         scheduled Board of Director's meeting, on August 7, 2003, the Board
         voted to convert the Chapter 11 case to Chapter 7 and all operations of
         Silver were immediately discontinued. The Voluntary Petition for
         Reorganization under Chapter 11 was converted to Chapter 7 on September
         23, 2003. The operations of Silver have been included in discontinued
         operations for the periods presented.

          Silver was involved in both the wholesale and retail jewelry business,
         principally silver, with retail locations in Texas. The wholesale
         operation of Silver consisted of sales directly from its headquarters
         in Conroe, Texas, sales from a Dallas location and sales from jewelry
         shows at locations throughout the south central United States. Silver
         had sales of $558,820 during the three months ended October 31, 2002.

         (b) On July 17, 2003, the Company received an offer to acquire the
         assets and business of Tandori, effective July 31, 2003, in exchange
         for assumption of liabilities, excluding payroll taxes. In addition,
         the buyer agreed to pay to SGD up to 50% of any profits the buyer might
         make from the sale of Tandori's assets, up to $1,000,000, if the buyer
         should sell the assets to a third party within three years of the
         acquisition. The Company subsequently approved the offer and the
         operations have been included in discontinued operations for the
         periods presented. The purchaser was G. David Gordon and the President
         of Tandori.

         Tandori operated under the LifeStyle Technologies(TM) name as a full
         service home technology integration company providing complete
         installation and equipment for structured wiring, home audio, home
         theater, home security, PC networking, central vacuum, accent lighting
         and other current technology applications. Tandori had sales of
         $1,099,143 during the three months ended October 31, 2002.


3.       RELATED PARTY TRANSACTIONS

         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 obligation  amounted to $24,225 during the three-month
         periods ended October 31, 2003 and 2002. HMS Leasing Company, LLC is
         owned by the president of HMS. HMS is a guarantor of the loan
         obligation of HMS Leasing Company, LLC on the facility, which has a
         balance of $527,233 at October 31, 2003.

                                       9
<PAGE>

         At October 31, 2003, the Company owed G. David Gordon, CEO of HMS, a
         shareholder and the brother of a Director, $18,888 in accrued interest.
         In addition, G. David Gordon is owed compensation in the amount of
         $112,500 at October 31, 2003, which is payable one-half in SGD common
         stock and one-half in cash.

         At October 31, 2003, the Company had made net advances of $921 to the
         president of HMS, including companies owned by him.

         See Note 7 for details of the $1,330,000 in note obligations to related
         parties.

         The Company has made net sales to Premier Concepts, Inc. ("Premier")
         of $33,924 during the three-month period ended October 31, 2002 and no
         sales during the current quarter. The Company has net receivables from
         Premier at October 31, 2003 of $60,263. The Company owns 7.9% of the
         stock of Premier at October 31, 2003 and the Chief Executive Officer of
         Premieris the Acting CEO and a Director of the Company. On October 10,
         2003 Premier filed a Voluntary Petition for Reorganization under
         Chapter 11 of Title 11 of the United States Code in the United States
         Bankruptcy Court for the Central District of California, Los Angeles
         Division; Case No. LA 03-36445 BR.

         Amounts due to related parties include $33,000 in accrued compensation
         due to Terry Washburn, Acting CEO of the Company.

4.       MARKETABLE EQUITY SECURITIES

         The following summarizes the Company's investments in securities at
         October 31, 2003: Trading securities:
          Cost .................     $ 93,581
          Unrealized gain (loss)      (65,397)
                                     --------
              Fair value .......     $ 28,184
                                     ========

        Available-for-sale securities (Premier Concepts, Inc., a related party):
          Cost .................     $ 429,550
          Unrealized gain (loss)      (426,000)
                                     ---------
              Fair value .......     $   3,550
                                     =========
         The Company recognized an unrealized gain from trading securities in
         the amount of $19,670 during the three month period ended October 31,
         2003. The Company recognized an unrealized loss from trading securities
         in the amount of $4,371 during the three month period ended October 31,
         2002.
         Unrealized losses from available-for-sale securities, which are
         restricted under Rule 144 and which are included as a component of
         equity, as of October 31, 2003, were as follows:

          Unrealized losses ...........................     $(426,000)
          Deferred income taxes .......................       144,900
                                                            ---------
          Accumulated other comprehensive income (loss)     $(281,100)
                                                            =========



                                       10
<PAGE>



5.       INVENTORIES AND GOLD CONSIGNMENT AGREEMENT

         Inventories at October 31, 2003 consist of:

          Inventory, principally gold jewelry     $ 5,765,711
          Less consigned gold ...............      (3,176,134)
                                                  -----------
               Net inventories ..............     $ 2,589,577
                                                  ===========

          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 October 31, 2003, HMS had
          8,223 ounces of gold on consignment with a market value of $3,176,134
          ($386.25 per ounce).

          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%. HMS does not have any advances on this
          line of credit at October 31, 2003.

          Payment for the consigned gold and the line of credit is secured by
          substantially all property of HMS including its cash, accounts
          receivable, inventory and equipment, the personal guarantee of the
          President of HMS, the personal guaranty of G. David Gordon and the
          corporate guarantee of SGD.

          The consignment agreement may be terminated by the gold lender upon 60
          days notice. If the gold lender were to terminate its existing gold
          consignment agreement, HMS does not believe it would experience an
          interruption of its gold supply that would materially adversely affect
          its business. HMS believes that other consignors would be willing to
          enter into similar arrangements should its gold lender terminate its
          relationship with the company.

                                       11
<PAGE>

          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.

          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.


6.       NOTE PAYABLE

          The Company has a note payable to a company in the amount of $835,000
          which was due on July 31, 2003. The terms of the note include interest
          at 5.8%, payable monthly and all of the issued and outstanding stock
          of HMS is collateral on the note. Subject to ratification by the Board
          of Directors, the Company will issue 250,000 shares of its common
          stock with anti-dilution rights as a loan extension fee and 1,210,746
          shares of its common stock with anti-dilution rights to pay the
          accrued interest through July 31, 2003 to extend the note to July 31,
          2004. The extended note will continue to have interest payable at 5.8%
          and will be convertible into common stock at $.015 per share or the
          market price, limited to 9.9% of the total outstanding shares of the
          Company at the time. All of the issued and outstanding common stock of
          HMS will continue to be collateral on the note, in second position
          behind the collateral position of the president of HMS. In the event
          of default on any of the loans secured by the HMS common stock, the
          lender will have the option to purchase HMS for $5,000,000.


7.       NOTES PAYABLE DUE RELATED PARTIES

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

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

          Note payable to G. David Gordon, a shareholder and the brother
          of a Director of the Company; due on demand with interest at
          6% payable monthly; unsecured (b) ............................         30,000

          Note payable to G. David Gordon, 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 (b) ...........................................         50,000
                                                                             ----------
            Total notes payable due related parties ....................     $1,330,000
                                                                             ==========
</TABLE>

          (a) Subject to ratification by the Board of Directors, the Company
          will issue 300,000 shares of its common stock with anti-dilution
          rights as a loan extension fee. The extended note will bear interest
          at 8% per annum; will be due July 31, 2004; will be convertible into
          common stock of the Company at $.01 per share, limited to 9.9% of the
          total outstanding shares of the Company at the time, with
          anti-dilution rights; and the HMS common stock will continue to be
          collateral on the loan.

                                       12
<PAGE>

          (b) Subject to ratification of the Board of Directors, the Company
          will issue a combined note for $80,000 plus related accrued interest
          to G. David Gordon. The extended note will bear interest at 6% per
          annum; will be due July 31, 2004; will be secured by the common stock
          of HMS, in third position behind the other notes above; all principal
          and accrued interest is convertible into common stock of the Company
          at $.01 per share; and all shares have anti-dilution rights.


8.       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. With the disposition of
         Silver and Tandori, continuing operations currently includes only one
         segment, the wholesale gold operations of HMS.

9.       LEGAL MATTERS

         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 alleged 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 Silver. 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 Silver's behalf.
         SGD was seeking to recover its damages, which were in excess of $2.7
         million, costs of court and pre-judgment interest, as allowed by law.
         SGD dismissed its claim against Gordon as it determined the cost would
         exceed any benefit and the funds it saved could be used to pay
         creditors of the Company; however the Company still maintains the right
         to re-file the lawsuit against Gordon.

         On January 3, 2003, James G. Gordon and Lisa K. Gordon ("Plaintiffs")
         filed a petition in the District Court of Montgomery County, Texas,
         Cause No. 03-01-00006-CV against SGD Holdings, Ltd., G. David Gordon
         and David Covey. G. David Gordon is the brother of James G. Gordon and
         David Covey is president of Tandori, Inc., a wholly owned subsidiary of
         SGD. Plaintiffs, in their claim asserted against SGD, are seeking to
         declare the one for six stock split, which occurred in September 1999,
         void. If declared void, they claim they would presently own 75,000,000
         shares of SGD common stock instead of 11,250,000 shares of SGD common
         stock as currently reported by the Company. Presently Company Counsel
         has not had adequate time to assess the merits of Plaintiffs' claim and
         is therefore unable to determine a possible outcome or the extent of
         the Company's liability, if any.

                                       13
<PAGE>

         In March 2003, Con-Tex Silver Imports, Inc. filed a petition in the
         District Court of Galveston County, Texas, Cause No. 03CV0316 against
         Debbie King, the sister-in-law of James G. Gordon. Effective October
         28, 2002, James G. Gordon, the former President of Silver entered into
         a transaction with his sister-in-law whereby he sold the assets of one
         of the retail locations of Silver for cash proceeds of $30,645. The
         Company recorded a loss on the transaction of $51,015. In its claim,
         Silver alleged conspiracy, unjust enrichment and that the sale of the
         retail location is void because of unconscionability. Additionally,
         Silver requested a return of profits received by Defendant. This action
         is currently stayed due to Silver filing a Voluntary Petition for
         Reorganization under Chapter 11 of Title 11 of the United States Code
         on April 23, 2003. The Voluntary Petition for Reorganization under
         Chapter 11 was converted to Chapter 7 on September 23, 2003.

         On April 23, 2003, SGD's wholly owned subsidiary, Con-Tex Silver
         Imports, Inc. filed a Voluntary Petition for Reorganization under
         Chapter 11 of Title 11 of the United States Code in the United States
         Bankruptcy Court for the Northern District of Texas, Fort Worth
         Division, Case No. 03-43783-DML-11.

         On May 2, 2003, Lakewood Development Corporation ("Lakewood"), a
         stockholder, filed a petition in the District Court of Tarrant County,
         Texas, Cause No. 96 198685 03 against SGD Holdings, Ltd. and James G.
         Gordon, former President of SGD. Lakewood, in its claim asserted
         against SGD and Gordon, alleged fraud in stock transactions under
         Section 27.01 of the Texas Business and Commerce Code, violations of
         the anti-fraud provisions of the Texas Securities Act and common law
         fraud. In addition, Lakewood is alleging breach of fiduciary duty
         against Gordon. Lakewood is seeking restitution of the $7,817,500 which
         it invested in common stock based upon representations made by Gordon,
         together with damages, expenses and interest. Presently, Company
         counsel has not had adequate time to assess the merits of Lakewood's
         claims and therefore is unable to determine a possible outcome or the
         extent of the Company's liability, if any.






                                       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.

     The continuing operations of the Company consist of the wholesale sales of
     HMS.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital decreased from $2,198,988 at July 31, 2003 to
     $2,194,307 at October 31, 2003. The decrease in working capital of $4,681
     consists of an increase in current assets of $1,263,264 less an increase in
     current liabilities of $1,267,945. The major items of the increase in
     current assets consisted of an increase in accounts receivable of
     $1,106,316, an increase in inventory of $388,758 and a decrease in cash of
     $314,778. The major increase in current liabilities was from an increase in
     accounts payable of $1,150,059. The increase in accounts receivable and
     accounts payable are seasonal increases due to pre-holiday sales.

     The Company has a number of unresolved legal issues with one of its
     Directors,James G. Gordon and will continue to have high legal costs, which
     amounted to apporximately $70,000 during the quarter ended October 31,
     2003, until these issues can be resolved. The Company anticipates that it
     will be able to raise additional funds, as necessary, to fund these
     lawsuits.

     The Company is currently budgeting $90,000 for capital expenditures for the
     remainder of fiscal 2003. The Company plans to use cash and existing credit
     sources for the acquisitions.

     HMS relies on a gold consignment program, short-term borrowings and
     internally generated funds to finance its inventories and accounts
     receivable. HMS fills most of its gold supply needs through a gold
     consignment arrangement with a gold lender. Under the terms of that
     arrangement, HMS is entitled to lease the lesser of an aggregate of 13,200


                                       15
<PAGE>

     ounces of fine gold or an aggregate consigned gold value not to exceed
     $4,950,000, reduced by any outstanding balance on its $1,500,000 line of
     credit. The consigned gold is secured by substantially all property of HMS,
     including its cash, accounts receivable, inventory and machinery and
     equipment, the corporate guaranty of SGD and the individual guarantees of
     Harry Schmidt, President of HMS, and G. David Gordon. HMS pays the gold
     lender a consignment fee based on the dollar value of ounces of gold
     outstanding under their agreement, which value is based on the daily Second
     London Gold Fix. HMS believes that its financing rate under the consignment
     arrangement is substantially similar to the financing rates charged to gold
     consignees similarly situated to HMS. As of October 31, 2003, HMS held
     8,223 ounces of gold on consignment with a market value of $3,176,134.

     The consignment agreement contains 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 consignment agreement may be terminated by the gold lender upon 60 days
     notice. If the gold lender were to terminate its existing gold consignment
     arrangement, HMS does not believe it would experience an interruption of
     its gold supply that would materially adversely affect its business. HMS
     believes that other consignors would be willing to enter into similar
     arrangements should its gold lender terminate its relationship with the
     company.

     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.

     While we believe our supply of gold is relatively secure, significant
     increases or rapid fluctuations in the cost of gold may impact the demand
     for our products. Fluctuations in the precious metals markets and credit
     may result in an interruption of our gold supply or the credit arrangements
     necessary to allow us to support our accounts receivable and continue the
     use of consigned gold.

     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%. HMS does not have any advances on this line of credit at
     October 31, 2003.


RESULTS OF OPERATIONS

     The Company's sales and cost of sales may be  summarized as follows for the
     three-month periods ended October 31, 2003 and 2002:

                                          2003             2002
          Sales and revenues     $      3,544,727    $ 3,994,956
          Cost of sales ....            2,719,651      3,006,297
                                       ----------     ----------
          Gross profit .....     $        825,076    $   988,659
                                       ==========     ==========

                                       16
<PAGE>

     Total sales, principally gold sales, have decreased $450,229 (11.3%) during
     the three month period ended October 31, 2003,as compared to the same prior
     year period.

     The Second London Gold Fix was $386.25  per ounce on  October  31,  2003 as
     compared  to  $354.75  per ounce on July 31,  2003,  the  beginning  of the
     current year  quarter.  The Second London Gold Fix was $316.55 per ounce on
     October 31, 2002 as compared to $304.65 per ounce on July 31,  2002.  Sales
     volumes  were down  substantially  during the  current  quarter,  more than
     countering the approximate 22% average  increase in gold price. The decline
     in volume sold is attributed to lower consumer spending due to the post-war
     activity in Iraq and the general  state of the economy.  In  addition,  the
     Company is  currently  in the  second  year of its  catalog  and sales have
     generally been better during the initial year of a catalog.

     Grossprofit has declined to 23.3% during the current year period from 24.7%
     during the same prior year period.  HMS has a fixed dollar 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.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSE  The following  summarizes  the
     Company's  selling,  general and  administrative  expenses  ("SGA") for the
     three-month periods ended October 31, 2003 and 2002:
                                          2003          2002

               Gold .............. $ 617,304   $ 617,705
               Corporate and other   157,346     39,529
                                     --------   --------
                 Total ........... $ 774,650   $ 657,234
                                     ========   ========

     Gold's SGA for the quarter ended October 31,2003 did not vary from the year
     earlier  period.  Corporate  and other SGA  increased  $117,817  during the
     quarter  ended  October,  31, 2003 as compared to the year earlier  period.
     Approximately  $50,000 of the  increase is  attributed  to salaries and
     $ 46,000 is  primarily  legal  services  related to the litigation with
     James G. Gordon.


     INTEREST EXPENSE AND GOLD CONSIGNMENT FEE - Related party  interest expense
     increased  $19,350 to $43,350 during the quarter ended October 31, 2003, as
     compared to the year earlier period.  Interest  expense  decreased  $13,515
     during the quarter  ended October 31, 2003, as compared to the year earlier
     period.   The  increase  in  related  party   interest   expense   includes
     amortization of a guaranty fee in the amount of $18,750. The balance of the
     increase is due to the addition of $30,000 in additional related party debt
     in the current year.  The decrease in other  interest  expense is primarily
     due to the prior year  amount  including  $13,300 in  amortization  of loan
     fees.

                                       17
<PAGE>

     The gold consignment fee decreased $3,438 during the three month period
     ended October 31, 2003, as compared to the prior year period.The decrease
     is due to having lower balances on the gold consignment facility as a
     result of a reduction in the number of ounces of gold on  consignment. At
     October 31,2003 HMS had 8,223 ounces of gold on  consignment with a related
     consignment  obligation  of 3,176,134  ($386.25 per ounce).  At October 31,
     2002  HMS  had  11,857  ounces  of  gold  on  consignment  with  a  related
     consignment obligation of $3,753,333 ($316.55 per ounce). Accordingly,  the
     decrease  is a  result  of the  31%  decrease  in the  quantity  of gold on
     consignment offset by the 22% increase in the price of gold.

     INTEREST AND OTHER INCOME - Interest and other income of the Company
     increased during the three month period ended October 31,2003 from the same
     year earlier period.

     UNREALIZED GAIN (LOSS) ON MARKETABLE  SECURITIES  - The Company recognized
     an unrealized gain in the amount of $19,670  during  the three month period
     ended October 31, 2003, from its investment in marketable equity securities
     that have been  classified  as trading  securities.  During the three month
     period ended October 31, 2002 the Company recognized an unrealized loss of
     $4,371.

     INCOME TAXES - The Company recorded an income tax benefit of $5,900 during
     the three month period ended October 31, 2003 and a provision for income
     taxes in the amount of $82,000  during the three month period ended
     October 31, 2002.

     DISCONTINUED OPERATIONS - The Company recognized a loss of $162,114,
     including an income tax benefit of $83,700, during the three months ended
     October 31,2002 from its discontinued operations.

ITEM 3.  CONTROLS AND PROCEDURES


     (a) Evaluation of Disclosure Controls and Procedures

     Disclosure controls and procedures are controls and other procedures that
     are designed to ensure that information required to be disclosed in the
     reports that are filed or submitted under the Exchange Act is recorded,
     processed, summarized and reported, within the time periods specified in
     the Securities and Exchange Commission's rules and forms. Disclosure
     controls and procedures include, without limitation, controls and
     procedures designed to ensure that information required to be disclosed in
     the reports that are filed under the Exchange Act is accumulated and
     communicated to management, including the principal executive officer, as
     appropriate to allow timely decisions regarding required disclosure. Under
     the supervision of and with the participation of management, including the
     principal executive officer, the Company has evaluated the effectiveness of
     the design and operation of its disclosure controls and procedures as of
     October 31, 2003, and, based on its evaluation, our principal executive
     officer has concluded that these controls and procedures are effective.

                                       18
<PAGE>

     (b)  Changes in Internal Controls

     There have been no significant changes in internal controls or in other
     factors that could significantly affect these controls subsequent to the
     date of the evaluation described above, including any corrective actions
     with regard to significant deficiencies and material weaknesses.


                           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 alleged 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 Silver.
     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 Silver's behalf. SGD was seeking to recover
     its damages, which were in excess of $2.7 million, costs of court and
     pre-judgment interest, as allowed by law. SGD dismissed its claim against
     Gordon as it determined the cost would exceed any benefit and the funds it
     saved could be used to pay creditors of the Company; however the Company
     still maintains the right to re-file the lawsuit against Gordon.

     On January 3, 2003, James G. Gordon and Lisa K. Gordon ("Plaintiffs") filed
     a petition in the District Court of Montgomery County, Texas, Cause No.
     03-01-00006-CV against SGD Holdings, Ltd., G. David Gordon and David Covey.
     G. David Gordon is the brother of James G. Gordon and David Covey is
     president of Tandori, Inc., a wholly owned subsidiary of SGD. Plaintiffs,
     in their claim asserted against SGD, are seeking to declare the one for six
     stock split, which occurred in September 1999, void. If declared void, they
     claim they would presently own 75,000,000 shares of SGD common stock
     instead of 11,250,000 shares of SGD common stock as currently reported by
     the Company. Presently Company Counsel has not had adequate time to assess
     the merits of Plaintiffs' claim and is therefore unable to determine a
     possible outcome or the extent of the Company's liability, if any.

     In March 2003, Con-Tex Silver Imports, Inc. filed a petition in the
     District Court of Galveston County, Texas, Cause No. 03CV0316 against
     Debbie King, the sister-in-law of James G. Gordon. Effective October 28,
     2002, James G. Gordon, the former President of Silver entered into a
     transaction with his sister-in-law whereby he sold the assets of one of the


                                       19
<PAGE>

     retail locations of Silver for cash proceeds of $30,645. The Company
     recorded a loss on the transaction of $51,015. In its claim, Silver alleged
     conspiracy, unjust enrichment and that the sale of the retail location is
     void because of unconscionability. Additionally, Silver requested a return
     of profits received by Defendant. This action is currently stayed due to
     Silver filing a Voluntary Petition for Reorganization under Chapter 11 of
     Title 11 of the United States Code on April 23, 2003. The Voluntary
     Petition for Reorganization under Chapter 11 was converted to Chapter 7 on
     September 23, 2003.

     On April 23, 2003, SGD's wholly owned subsidiary, Con-Tex Silver Imports,
     Inc. filed a Voluntary Petition for Reorganization under Chapter 11 of
     Title 11 of the United States Code in the United States Bankruptcy Court
     for the Northern District of Texas, Fort Worth Division, Case No.
     03-43783-DML-11.

     On May 2, 2003, Lakewood Development Corporation ("Lakewood"), a
     stockholder, filed a petition in the District Court of Tarrant County,
     Texas, Cause No. 96 198685 03 against SGD Holdings, Ltd. and James G.
     Gordon, former President of SGD. Lakewood, in its claim asserted against
     SGD and Gordon, alleged fraud in stock transactions under Section 27.01 of
     the Texas Business and Commerce Code, violations of the anti-fraud
     provisions of the Texas Securities Act and common law fraud. In addition,
     Lakewood is alleging breach of fiduciary duty against Gordon. Lakewood is
     seeking restitution of the $7,817,500 which it invested in common stock
     based upon representations made by Gordon, together with damages, expenses
     and interest. Presently, Company counsel has not had adequate time to
     assess the merits of Lakewood's claims and therefore is unable to determine
     a possible outcome or the extent of the Company's liability, if any.

 ITEM 5. OTHER INFORMATION
     Although the Company does not currently employ a Chief Financial Officer,
     Terry Washburn, President and Acting CEO, is also the principal accouting
     officer.

 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)      Exhibits

                  Exhibit 31   Certification pursuant to 18 U.S.C. Section 1350
                               Section 302 of the Sarbanes-Oxley Act of 2002

                  Exhibit 32   Certification pursuant to 18 U.S.C. Section 1350
                               Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K

         None.




                                       20
<PAGE>



                                    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:    December 12, 2003           By:    /s/ Terry Washburn
                                           -----------------------------------
                                           Terry Washburn, President, Acting CEO
                                           and Principal Accounting Officer




                                       21
<PAGE>



Exhibit 31

      SGD HOLDINGS, LTD. FORM 10-QSB FOR THE QUARTER ENDED OCTOBER 31, 2003
      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)
                                                     December 12, 2003


                                       22
<PAGE>



Exhibit 32

      SGD HOLDINGS, LTD. FORM 10-QSB FOR THE QUARTER ENDED OCTOBER 31, 2003
      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                  PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry Washburn, certify that

1.   I am the President and Acting chief executive officer of SGD Holdings, Ltd.
2.   Attached to this certification is Form 10-QSB for the quarter ended October
     31, 2003, a periodic  report (the  "periodic  report")  filed by the issuer
     with the Securities  Exchange Commission pursuant to Section 13(a) or 15(d)
     of the  Securities  and Exchange Act of 1934 (the  "Exchange  Act"),  which
     contains financial statements.
3.   I hereby certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002, that
     o The periodic  report  containing the financial  statements  fully
       complies with the  requirements of Section 13(a) or 15(d) of the Exchange
       Act, and
     o The information in the periodic report fairly presents, in all
       material respects, the financial condition and results of
       operations of the issuer for the periods presented.


December 12, 2003                 /s/ Terry Washburn
                                 --------------------------
                                 Terry Washburn
                                 President and Acting CEO
                                (and equivalent of CFO)

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by SGD Holdings, Ltd. and furnished
to the Securities and Exchange Commission or its staff upon request.

This certification will not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liability of that
section. This certification will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934 even if the document with which it is submitted to the Securities and
Exchange Commission is so incorporated by reference.


                                       23