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: April 30, 2002


                         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)

                       111 Rhodes Street, Conroe, TX 77301
                     (Address of principal executive office)


                                 (936) 756-6888
                           (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 April 30, 2002 was 98,524,408.

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




                                       1
<PAGE>




<TABLE>
<CAPTION>
                                                                                         Page
                                                                                          No.
<S>                                                                                 <C>

Part I.            Unaudited Financial Information

    Item 1.        Condensed Consolidated Balance Sheet -                                 3
                   April 30, 2002

                   Condensed Consolidated Statements of Operations -                      4
                   Three and Nine Months Ended April 30, 2002 and 2001

                   Condensed Consolidated Statement of Stockholders' Equity -             5
                   Nine Months Ended April 30, 2002

                   Condensed Consolidated Statements of Cash Flows -                     6-7
                   Nine Months Ended April 30, 2002 and 2001

                   Notes to Condensed Consolidated Financial Statements -                8-13
                   Nine Months Ended April 30, 2002 and 2001

      Item 2.      Managements Discussion and Analysis of Financial Condition           14-16
                   and Results of Operations

Part II.           Other Information                                                     17


</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Balance Sheet
April 30, 2002
(Unaudited)

ASSETS
<S>                                                              <C>
Current assets
 Cash and cash equivalents ....................................   $  1,989,329
 Trade accounts receivable ....................................      1,869,312
 Marketable equity securities .................................        232,983
 Inventory ....................................................      3,390,699
 Deferred income taxes ........................................        129,300
 Prepaid expenses and other assets ............................        308,828
                                                                  ------------
                                                                     7,920,451
Property and equipment, net ...................................        616,649
Goodwill and other intangibles ................................      4,249,926
Due from related parties ......................................         27,966
Deferred income taxes .........................................         48,800
Marketable equity securities ..................................        259,150
Deposits and other assets .....................................         41,416
                                                                  ------------
                                                                  $ 13,164,358
                                                                  ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Current installments of long-term debt and notes payable .....        194,245
 Notes payable - related parties ..............................      1,744,455
 Accounts payable .............................................        950,781
 Accrued expenses .............................................        165,235
 Due to related parties .......................................         49,533
                                                                  ------------
                                                                     3,104,249
Long-term debt less current installments ......................        973,662

Stockholders' equity
 Common stock, $.0001 par value, 200,000,000 shares authorized,          9,852
 98,524,408 shares issued and outstanding
 Additional paid-in capital ...................................      9,333,142
 Retained earnings (deficit) ..................................       (144,147)
 Accumulated other comprehensive income (loss) ................       (112,400)
                                                                  ------------
                                                                     9,086,447
                                                                  ------------
                                                                  $ 13,164,358
                                                                  ============
See accompanying notes to consolidated financial statements.
</TABLE>





                                       3
<PAGE>

<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statements of Operations
Three and Nine Months April 30, 2002 and 2001
(Unaudited)



                                                                     Three Months Ended           Nine Months Ended
                                                                         April 30,                    April 30,
                                                                    2002            2001            2002            2001

<S>                                                            <C>             <C>             <C>             <C>
Sales and revenues .........................................   $  3,424,456    $  2,568,809    $ 12,658,333    $  9,887,996
Cost of sales ..............................................      2,330,820       1,554,437       8,548,862       6,343,943
                                                               ------------    ------------    ------------    ------------
  Gross profit .............................................      1,093,636       1,014,372       4,109,471       3,544,053
Selling, general and administrative expense ................      1,247,887       1,097,150       3,852,521       3,096,503
                                                               ------------    ------------    ------------    ------------
  Earnings (loss) from operations ..........................       (154,251)        (82,778)        256,950         447,550

Other income (expense):
 Unrealized gain (loss) on marketable securities ...........        (23,104)       (281,522)       (249,017)        368,873
 Interest expense ..........................................         (1,921)         (7,704)        (18,339)        (24,500)
 Interest expense - related parties ........................        (55,311)        (53,857)       (145,684)       (127,863)
 Gold consignment fee ......................................        (26,812)        (37,730)        (89,809)        (88,535)
 Interest and other income .................................           (930)         48,185          40,146         192,174
                                                               ------------    ------------    ------------    ------------
                                                                   (108,078)       (332,628)       (462,703)        320,149
                                                               ------------    ------------    ------------    ------------
Net earnings (loss) before income taxes ....................       (262,329)       (415,406)       (205,753)        767,699
Income tax expense (benefit) ...............................        (88,300)       (117,423)        (66,200)        231,777
                                                               ------------    ------------    ------------    ------------
Net earnings (loss) ........................................   $   (174,029)   $   (297,983)   $   (139,553)   $    535,922
                                                               ============    ============    ============    ============

Net earnings (loss) per share ..............................   $     (0.002)   $     (0.003)   $     (0.001)   $      0.006
                                                               ============    ============    ============    ============

Weighted average shares outstanding (thousands) ............       98,524.4        96,084.4        97,925.9        95,770.1
                                                               ============    ============    ============    ============

See accompanying notes to consolidated financial statements
</TABLE>



                                      4
<PAGE>

<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Stockholders' Equity
Nine Months Ended April 30, 2002
(Unaudited)


                                                                                                         Accumulated
                                                                                       Retained              Other
                                                 Common Stock           Paid-in        Earnings          Comprehensive
                                             Shares        Par Value    Capital       (Deficit)       Income       Total
                                             -------       ---------    -------        -------        ------       -----
<S>             <C>                       <C>          <C>           <C>           <C>            <C>            <C>
Balance, August 1, 2001 ..............    97,099,408   $     9,710   $ 9,098,284   $    (4,594)   $      --      $ 9,103,400
Common stock issued as part of
  purchase of Tandori, Inc. ..........       800,000            80       159,920          --             --          160,000
Common stock issued for services .....       625,000            62        74,938          --             --           75,000
Comprehensive income:
 Unrealized loss on available-for-sale
  securities, net ....................          --            --            --            --         (112,400)      (112,400)
 Net earnings ........................          --            --            --        (139,553)          --         (139,553)
                                          -----------------------------------------------------------------------------------
Balance, April 30, 2002 ..............    98,524,408   $     9,852   $ 9,333,142   $  (144,147)   $  (112,400)   $ 9,086,447
                                          ===================================================================================
See accompanying notes to consolidated financial statements.

</TABLE>




                                       5
<PAGE>
<TABLE>
<CAPTION>




SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Cash Flows
Nine Months Ended April 30, 2002 and 2001
(Unaudited)
                                                                   2002          2001
Cash flows from operating activities                               ----          ----
<S>                                                          <C>            <C>
Net earnings (loss) ......................................   $  (139,553)   $   535,922
Adjustments to reconcile net earnings to net cash provided
    by operating activities:
 Depreciation and amortization ...........................       101,463        204,467
 Deferred income taxes ...................................       (66,200)       231,777
 Purchase of marketable equity securities ................          --         (333,587)
 Unrealized (gain) loss on marketable equity securities ..       249,017       (368,873)
 Proceeds from sale of marketable securities .............       175,000           --
 Common stock issued for services ........................        75,000           --
 Gain on sale of assets ..................................          --           (7,054)
 Deferred revenue realized ...............................       (31,295)       (31,295)
 Refund from net operating loss carryback ................          --           18,623
 Changes in assets and liabilities:
  Accounts receivable ....................................      (716,800)       228,841
  Inventory ..............................................      (330,620)      (770,771)
  Other assets ...........................................       (64,952)      (155,452)
  Accounts payable and accrued expenses ..................       543,384       (828,859)
                                                             -----------    -----------
Net cash provided by operating activities ................      (205,556)    (1,276,261)
                                                             -----------    -----------

Cash flows provided by investing activities
 Capital expenditures ....................................      (211,392)      (112,526)
 Acquisition of HMS, net of cash acquired ................          --       (2,817,872)
 Acquisition of Tandori, Inc., net of cash acquired ......      (449,650)          --
 Acquisition of assets at wholesale location .............          --         (105,000)
                                                             -----------    -----------
Net cash provided by investing activities ................      (661,042)    (3,035,398)
                                                             -----------    -----------
</TABLE>

                                        6

<PAGE>


<TABLE>
<CAPTION>

SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Cash Flows, Continued
Nine Months Ended April 30, 2002 and 2001
(Unaudited)
(Continued)

                                                          2002           2001
                                                          ----           ----
Cash flows provided by financing activities
<S>                                                  <C>             <C>
 Proceeds from sales of common stock .............          --        1,567,500
 Loans collected (made) ..........................       500,000       (500,000)
 Loan proceeds ...................................       835,000        216,268
 Repayment of notes payable and long-term debt ...       (33,543)      (188,449)
 Loan proceeds - related party ...................       444,455           --
 Repayment of related party notes ................    (1,305,153)          --
 Increase (decrease) in amount due related parties        15,270          1,178
                                                     -----------    -----------
Net cash provided by financing activities ........       456,029      1,096,497
                                                     -----------    -----------
Net increase in cash and cash equivalents ........      (410,569)    (3,215,162)
Cash and cash equivalents, beginning of period ...     2,399,898      5,969,201
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $ 1,989,329    $ 2,754,039
                                                     ===========    ===========

</TABLE>



                                       7
<PAGE>




SGD Holdings, Ltd.
Notes to Condensed Consolidated Financial Statements
Nine Months Ended April 30, 2002 and 2001


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. Silver is a company involved in both
     the wholesale and retail jewelry  business, principally silver, with retail
     locations in the Houston area. 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.  Jewelry now operates as an  e-commerce
     solutions  provider  to the  Company's  clients  by  offering  web  hosting
     services and back office jewelry  fulfillment  services.

     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.
                                       8
<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,  2001,  which is
     included  in the  company's  form  10-ksb  dated  july 31,  2001 and  filed
     november 13, 2001. 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  - goodwill In June 2001,  the
     Financial   Accounting   Standards  Board issued   Statement  of  Financial
     Accounting Standards No. 141 (SFAS No. 141),  "Business  Combinations," and
     Statement  of  Financial  Accounting  Standards  No.  142 (SFAS  No.  142),
     "Goodwill and Other  Intangible  Assets." SFAS No. 141 addresses  financial
     accounting  and  reporting for business  combinations  and  supersedes  APB
     Opinion  No.  16,  "Business  Combinations,"  and FASB  Statement  No.  38,
     "Accounting for Preacquisition Contingencies of Purchased Enterprises." All
     business  combinations in the scope of SFAS No. 141 are to be accounted for
     using one method, the purchase method. The provisions of SFAS No. 141 apply
     to all business combinations initiated after June 30, 2001 or for which the
     date of  acquisition  is July 1, 2001, or later.  The Company  adopted this
     Statement on August 1, 2001 with no effect on the results of  operations or
     financial  position.

     SFAS No. 142  addresses  financial  accounting  and  reporting for acquired
     goodwill and other  intangible  assets and  supercedes  APB Opinion No. 17,
     "Intangible  Assets." It addresses how intangible  assets that are acquired
     individually  or with a group of other assets (but not those  acquired in a
     business  combination) should be accounted for in financial statements upon
     their  acquisition.  This  Statement  also addresses how goodwill and other
     intangible  assets should be accounted  for after they have been  initially
     recognized in the financial  statements.  The  provisions of this Statement
     are  required to be applied  starting  with fiscal  years  beginning  after
     December 15, 2001. Early  application is permitted for entities with fiscal
     years  beginning  after March 15,  2001,  provided  that the first  interim
     financial  statements  have not previously  been issued.  This Statement is
     required to be applied at the  beginning of an entity's  fiscal year and to
     be applied to all goodwill and other  intangible  assets  recognized in its
     financial  statements  at that date.  Impairment  losses for  goodwill  and
     indefinite-lived   intangible   assets   that  arise  due  to  the  initial
     application of this  Statement  (resulting  from a transitional  impairment
     test)  are  to be  reported  as  resulting  from  a  change  in  accounting
     principle. The Company has elected to adopt this Statement effective August
     1, 2001.  The Company did not record an impairment  loss as a result of the
     initial application of this Statement. Goodwill amortization expense during
     the nine months ended April 30, 2001, would have been $150,388 less had the
     Statement been in effect during that period.
                                       9
<PAGE>

2.       Acquisition of Tandori, Inc.

         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.

         The acquisition was accounted for using the purchase method of
         accounting and, accordingly, the statements of consolidated income
         include the results of Tandori beginning September 1, 2001. The assets
         acquired and the liabilities assumed were recorded at estimated fair
         values as determined by the Company's management based on information
         currently available and on current assumptions as to future operations.
         A summary of the assets acquired and liabilities assumed in the
         acquisition follows:

                   Estimated fair values:
                   Assets acquired ........     $ 153,743
                   Liabilities assumed ....      (150,718)
                   Franchise ..............       456,975
                                                ---------
                   Purchase price .........       460,000
                   Less cash acquired .....          (350)
                   Less common stock issued      (160,000)
                                                ---------
                   Net cash paid ..........     $ 299,650
                                                =========

         The franchise located at Raleigh, North Carolina had been operated by
         the franchisor since its inception in January 2001. During the eight
         months ended August 31, 2001, this location had unaudited sales of
         $411,600 and an operating loss of $200,800. On April 24, 2002, Tandori
         paid $150,000 in cash and issued its note for $100,000 to acquire the
         assets and business of A Electric, an electrical contractor. The
         Company has allocated $24,000 of the purchase price to inventory and
         $34,000 to property and equipment. The remaining $192,000 was allocated
         to intangible assets.


3.       Related Party Transactions

         Silver leases its corporate headquarters from the principal shareholder
         of the Company at the rate of $2,200 per month. This amounted to
         $19,800 during each of the nine-month periods ended April 30, 2002 and
         2001.

         The Company had received loans from its principal shareholder. The
         balance owed was $18,656 at April 30, 2002.

         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 $72,675 during the nine-month period ended
         April 30, 2002 and $56,525 during the nine-month period ended April 30,
         2001 (owned by the Company for only seven months during prior year
         period). HMS Leasing Company, LLC is owned by the president of HMS.

         HMS had advances to its president and companies controlled by him at
         April 30, 2002 in the amount of $27,966.

                                       10
<PAGE>

         Related party interest expense amounted to $145,684 and $127,863 for
         the nine-month periods ended April 30, 2002 and 2001, respectively.
         Accrued interest payable to related parties amounted to $30,785 at
         April 30, 2002. See Note 7 for notes payable due related parties.

4.       Marketable Equity Securities

         The following summarizes the Company's investments in securities at
         April 30, 2002:

         Trading securities:
                   Cost .................         $ 242,027
                   Unrealized gain (loss)            (9,044)
                                                  ---------
                       Fair value .......         $ 232,983
                                                  =========

         Available-for-sale securities:
                   Cost .................         $ 429,550
                   Unrealized gain (loss)          (170,400)
                                                  ---------
                       Fair value .......         $ 259,150
                                                  =========

         The Company recognized an unrealized loss from trading securities in
         the amount of $249,017 during the nine months ended April 30, 2002 and
         recognized an unrealized gain from trading securities during the nine
         months ended April 30, 2001 in the amount of $368,873.

         The Company sold securities with an original cost of $175,000 for
         $175,000 in cash.

         Unrealized losses from available-for-sale securities included as a
         component of equity for the nine months ended April 30, 2002 were as
         follows:

              Unrealized losses ...........................     $(161,300)
              Deferred income taxes .......................        48,800
                                                                ---------
              Accumulated other comprehensive income (loss)     $(112,500)
                                                                =========


5.       Inventories and gold consignment agreement

         Inventories at January 31, 2002 consist of:

              Gold jewelry ....................     $ 4,185,643
              Silver and other jewelry ........       2,056,280
              Electronic equipment and supplies         117,357
                                                    -----------
                                                      6,359,280
              Less consigned gold .............      (2,968,582)
                                                    -----------
                   Net inventories ............     $ 3,390,698
                                                    ===========

          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 $3,450,000. 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 April 30, 2002, HMS had
          9,632 ounces of gold on consignment with a market value of $2,968,582
          ($308.20 per ounce).

                                       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. The agreement also limits the amount
          which HMS can pay to SGD and its sister companies. At April 30, 2002
          HMS had transactions and balances with SGD and its sister companies as
          follows:

              Expenses paid on behalf of SGD ...................     $ 332,100
              Product and services sold to sister companies ....       112,988
              Loans and advances ...............................        84,128
                                                                     ---------
                                                                       529,216
              HMS share of consolidated income taxes, due to SGD      (411,500)
              Management fee due SGD ...........................      (142,500)
                                                                     ---------
                HMS over (under) allowable amount ..............     $ (24,784)
                                                                     =========

          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 April 30, 2002.


6.       Long-term debt and notes payable

         Long-term debt and notes payable at April 30, 2002 consists of the
         following:
<TABLE>

<S>                                                                                           <C>
              Note payable to bank with interest at 9% payable on
              demand or July 1, 2002 if no demand is made; accrued interest
              payable monthly; collateralized by all assets of Silver and
              guaranteed by the principal shareholder of the Company .......................     $ 128,525

              Notes payable to companies in monthly installments;
              collateralized by transportation equipment ...................................        78,908

              Financed insurance due in nine monthly payments ..............................        25,474

              Note payable to company due July 30, 2003 with interest at
              5.8% payable monthly .........................................................       835,000

              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 .....................      (194,245)
                                                                                                 ---------

              Long-term debt less current installments .....................................     $ 973,662
                                                                                                 =========
</TABLE>


                                       12
<PAGE>



7.       Notes payable due related parties

         Notes payable due related parties at April 30, 2002 consist of the
         following:
<TABLE>
<CAPTION>


<S>                                                                             <C>
              Notes payable to the president of HMS Jewelry Company, Inc.,
              due on October 15, 2002, with interest payable monthly at 8%,
              collateralized by the stock of HMS Jewelry Company, Inc. .....        $1,250,000

              Notes payable to the brother of the principal shareholder of
              the Company due on demand with interest at 12%, unsecured ....           444,455

              Note payable to the brother of the principal shareholder of
              the Company due on demand with interest at 8%, unsecured,
              convertible into common stock of the Company at $.01 per share            50,000
                                                                                    ----------
                                                                                    $1,744,455
                                                                                    ----------
</TABLE>





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. For the nine-month
         period ended April 30, 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         $    9,377   $     2,111    $   1,170   $        -    $    12,658
           Intersegment               $       22             -            -            -    $        22

         Earnings (loss)
           from operations            $    1,004   $      (276)   $    (201)  $     (270)   $       257
         Unrealized (loss) on
           marketable securities               -             -            -         (249)          (249)
         Other, net                         (159)          (17)          (8)         (30)          (214)
         Deferred income tax
           (expense) benefit                (289)           98           71          186             66
                                      -----------  -----------    ---------   ----------    -----------
         Net earnings (loss)          $      556   $      (195)   $    (138)  $     (363)   $      (140)
                                      ==========   ===========    =========   ==========    ============

         Assets                       $    8,387   $     2,624    $   1,360   $      793    $    13,164
                                      ==========   ===========    =========   ==========    ===========
</TABLE>

         The Gold segment represents the wholesale operations of HMS. The Silver
         segment represents the wholesale and retail operations of Silver, which
         is primarily silver jewelry sales. The LifeStyle segment represents the
         operations of Tandori.

         Corporate assets consist primarily of marketable securities, prepaid
         expenses and other assets.



                                       13
<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; and 5. Success of marketing,
         advertising and promotional campaigns.

         Effective October 1, 2000, the Company acquired, pursuant to an
         Agreement and Plan of Merger the operations and business of HMS, in
         exchange for $4,547,500 in cash (including $47,500 in legal and
         professional costs) and convertible promissory notes in the amount of
         $2,500,000. The transaction resulted in the merger of the business and
         operations of HMS Jewelry Co., Ltd., a Texas limited partnership and
         HMS Operating Company, a Texas corporation into a newly formed
         subsidiary of the Company, HMS Jewelry Company, Inc. 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.

         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 decreased from $5,799,546 at July 31,
         2001 to $4,816,204 at April 30, 2002. The decline in working capital of
         $983,342 includes $1,250,000 of debt to related parties which was
         non-current at July 31, 2001. The remaining net increase includes the
         $300,000 in working capital used in the acquisition of Tandori;
         increases in accounts receivable of $716,800; increases in inventory of
         $330,620; increases in accounts payable and accrued expenses of
         $543,385; and other net decreases of $237,377.

         The Company has budgeted $50,000 for additional improvements for its
         Lifestyle Technology operations, which will be funded from working
         capital as needed.

                                       14
<PAGE>

B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the nine months ended April 30, 2002
         sales increased $2,770,337 from $9,887,996 to $12,658,333 from the same
         year earlier period. The Company's sales may be summarized as follows
         for the nine-month periods ended April 30, 2002 and 2001:

                                                     2002             2001

              Gold ...................         $   9,399,072  $    7,954,319
              Silver:
                Wholesale ............             1,404,258       1,134,403
                Retail ...............               706,623         709,425
                                                 -----------     -----------
                                                   2,110,881       1,843,828
              Tandori ................             1,170,080            --
              Other ..................                  --            89,849
                                                 -----------     -----------
                                                  12,680,033       9,887,996
              Intersegment sales .....               (21,700)           --
                                                 -----------     -----------
                                               $  12,658,333  $    9,887,996
                                                 ===========     ===========

         Gold sales in the prior year period included the seven months ended
         April 30, 2001, since that was the only period HMS was owned by the
         Company. On a pro forma basis, Gold sales during the nine-month period
         ended April 30, 2001 were $9,900,712. Accordingly, Gold sales decreased
         5.1% from the year earlier comparable period. Until September 11, 2001,
         Gold sales were ahead of the comparable prior year period. The impact
         of the September 11 terrorist attacks resulted in substantially reduced
         sales for the remainder of the quarter.

         Silver wholesale sales increased $269,855 (23.8%) from the year earlier
         period. Silver retail sales decreased $2,802 (0.4%) from the year
         earlier period.

         Gold sales are typically one of the first things to decline when the
         economy is going down and one of the last things to improve when the
         economy is going back up. Silver sales are generally subject to similar
         constraints, although to a lesser degree, since silver jewelry is less
         expensive than gold.

         The Company expanded wholesale silver jewelry sales starting at the end
         of October 2001 through their new catalog, which has added
         approximately 1,800 new customers.

         During the nine months ended April 30, 2002, the Company's gross profit
         margin remained relatively stable with a decrease to 32.5% from 35.8%
         in the year earlier period. The decline is primarily associated with
         Gold operations, whose gross profit margin declined from 31.0% in the
         year earlier period to 28.2% during the current period. This decline in
         gross profit of $263,174 is offset by a decline in selling, general and
         administrative expenses of $442,178 as discussed below.




                                       15
<PAGE>



         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - During the nine months
         ended April 30, 2002, selling, general and administrative expense
         increased $756,018 (24.4%) from the same year earlier period. The
         following table summarizes the Company's selling, general and
         administrative expenses for the nine-month periods ended April 30, 2002
         and 2001:

                                          2002           2001

              Gold ..............  $   1,639,927 $    1,732,386
              Silver ............      1,381,019      1,276,369
              Tandori ...........        561,008           --
              Corporate and other        270,567         87,748
                                       ---------      ---------
                Total ...........  $   3,852,521 $    3,096,503
                                       =========      =========

         Gold operations are comparing nine months in the current year period to
         only seven months in the prior year period. A comparison of the current
         nine month period to the nine months ended April 30, 2001 on a proforma
         basis results in a decrease of $442,178 (21.2%) in Gold's selling,
         general and administrative expenses. The decline is primarily the
         result of the elimination of legal and professional costs from the
         acquisition in the prior year of $91,072; a reduction of $144,550 in
         amortization; a reduction in advertising expense of $152,885; a
         reduction in catalog costs of $50,318; a reduction in rent, net of an
         associated increase in real estate taxes of $109,993; an increase in
         salaries and wages of $106,674 and a net reduction in other costs of
         $34.

         Silver's selling, general and administrative costs increased $104,650
         to $1,381,019 during the nine-month period ended April 30, 2002 as
         compared to the year earlier amount of $1,276,369. Total labor costs,
         including taxes and benefits, increased $62,592; commissions increased
         $48,313; catalog expense increased $77,660; advertising expense
         decreased $36,431; operating supplies and consumables decreased
         $38,489; postage and delivery decreased $24,170; and all other costs
         increased $15,175, net.

         Tandori's selling, general and administrative expenses include the
         eight months during which it was owned by SGD.

         Corporate and other selling, general and administrative expense
         increased $182,819 during the nine months ended April 30, 2002 as
         compared to the year earlier period. The increase consists of $75,000
         in compensation costs relating to the issue of common stock for
         services; an increase of $61,290 from compensation costs, automobile
         lease expense and travel expense which were included in Silver's
         operations in the prior year period; an increase of $20,414 for
         directors' and officers' liability insurance; an increase of $29,689
         for professional fees; a decrease in costs from other operations of
         $14,740; and an increase in other net costs of $11,166.

         INTEREST EXPENSE - Interest expense, related party and other, increased
         $11,660 during the nine-month period ended April 30, 2002, as compared
         to the same year earlier period. The increase is primarily the result
         of the new related party debt from the acquisition of HMS in October
         2000 and loans received during the current year to fund the purchase
         and initial operations of Tandori. The gold consignment fee increased
         1.4%, primarily due to higher gold prices.

         INTEREST AND OTHER INCOME - Interest and other income of the Company
         decreased during the nine-month period ended April 30, 2002 from the
         same year earlier period to $40,146 from $192,174. The decrease is
         attributed to the higher average cash balances during the nine-month
         period ended April 30, 2001, which were from the sale of common stock
         through exercise of stock options and warrants.

                                       16
<PAGE>

         UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company
         recognized an unrealized loss in the amount of $249,017 during the nine
         months ended April 30, 2002, from its investment in marketable equity
         securities that have been classified as trading securities. During the
         year earlier period, the Company recognized an unrealized gain in the
         amount of $368,873.

         INCOME TAXES - The Company recorded income tax benefit in the amount of
         $66,200 during the nine month period ended April 30, 2002 and income
         tax expense in the amount of $231,777 during the year earlier period.
         The prior year expense was $54,000 less than the expected tax would
         have been as a result of the Company reversing the valuation allowance
         which it had previously recorded.


                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits - Not applicable
(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:    June 20, 2002                      By:   /s/ James G. Gordon
                                                  -------------------
                                                  James G. Gordon, President and
                                                  Principal Accounting Officer


                                       17
<PAGE>