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, 2001


                       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, 2001 was 96,084,408.

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





<PAGE>

<TABLE>
<S>                                                                                                     <C>


SGD HOLDINGS, LTD. AND SUBSIDIARIES

                                                         Index

                                                                                                         Page
                                                                                                          No.

Part I.            Financial Information (unaudited)

    Item 1.        Condensed Consolidated:                                                                 3
                     Balance Sheet - April 30, 2001

                     Statements of Operations -                                                            4
                     Three and Nine Months Ended April 30, 2001 and 2000

                     Statement of Stockholders' Equity -                                                   5
                     Nine Months Ended April 30, 2001

                     Statements of Cash Flows -                                                           6-7
                     Nine Months Ended April 30, 2001 and 2000

                     Notes to Financial Statements -                                                      8-13
                     Nine Months Ended April 30, 2001 and 2000

     Item 2.       Managements Discussion and Analysis of Financial Condition                            14-15
                   and Results of Operations

Part II.           Other Information                                                                       16

</TABLE>





                                       2
<PAGE>


<TABLE>
<CAPTION>

SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Balance Sheet
April 30, 2001
(Unaudited)
<S>                                                                                                          <C>
ASSETS
Current assets
 Cash and cash equivalents                                                                                     $  2,754,039
 Trade accounts receivable                                                                                        1,353,845
 Marketable equity securities                                                                                       785,900
 Note receivable                                                                                                    500,000
 Inventory                                                                                                        6,154,606
 Prepaid expenses and other assets                                                                                  199,340
                                                                                                              -------------
                                                                                                                 11,747,730
Property and equipment, net                                                                                         465,691
Goodwill, net of amortization of $158,506                                                                         3,684,837
Other assets                                                                                                         28,438
                                                                                                              -------------
                                                                                                               $ 15,926,696
                                                                                                              =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Current installments of long-term debt and notes payable                                                         4,741,931
 Accounts payable                                                                                                   543,855
 Accrued expenses                                                                                                    54,183
 Income taxes payable                                                                                                72,800
 Deferred income taxes payable                                                                                      123,700
 Deferred revenue                                                                                                    52,145
 Due to shareholder                                                                                                   3,635
                                                                                                              -------------
                                                                                                                  5,592,249
Deferred income taxes                                                                                                 5,800
Long-term debt less current installments                                                                          1,324,275

Stockholders' equity
 Common stock, $.0001 par value, 200,000,000 shares authorized,                                                       9,608
 96,084,408 shares issued and outstanding
 Additional paid-in capital                                                                                       8,581,336
 Retained earnings                                                                                                  413,428
                                                                                                              -------------
                                                                                                                  9,004,372
                                                                                                              -------------
                                                                                                               $ 15,926,696
                                                                                                              =============
See accompanying notes to condensed consolidated financial statements.
</TABLE>



                                       3
<PAGE>

<TABLE>


SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
Three and Nine Months Ended April 30, 2001 and 2000
(Unaudited)
<CAPTION>

                                                                   Three Months Ended                    Nine Months Ended
                                                                       April 30,                             April 30,
                                                                 2001               2000              2001              2000
<S>                                                      <C>                  <C>                <C>              <C>

Sales and revenues                                         $ 2,515,386         $  332,844        $9,718,300        $1,243,805
Cost of sales                                                1,554,437            201,472         6,343,943           755,842
                                                          ------------------- ----------------- -----------------------------------
  Gross profit                                                 960,949            131,372         3,374,357           487,963
Selling, general and administrative expense                  1,043,727            227,446         2,926,808           608,914
                                                          ------------------- ----------------- -----------------------------------
  Earnings (loss) from operations                              (82,778)           (96,074)          447,549          (120,951)

Other income (expense):
 Unrealized gain on marketable securities                     (281,522)                 -           368,873                 -
 Interest expense                                              (99,291)            (8,106)         (240,897)          (19,860)
 Interest and other income                                      48,185              4,062           192,174             4,062
                                                          ------------------- ----------------- -----------------------------------
                                                              (332,628)            (4,044)          320,150           (15,798)
                                                          ------------------- ----------------- -----------------------------------
Net earnings (loss) before income taxes                       (415,406)          (100,118)          767,699          (136,749)
Income tax expense (benefit)                                  (117,423)             5,103           231,777            (7,352)
                                                          ------------------- ----------------- -----------------------------------
Net earnings (loss)                                        $  (297,983)        $ (105,221)       $  535,922        $ (129,397)
                                                          =================== ================= ===================================

Net earnings (loss) per share, basic and diluted           $    (0.003)        $   (0.001)       $    0.006        $   (0.001)
                                                          =================== ================= ===================================


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


                                       4
<PAGE>
<TABLE>



SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders' Equity
Nine Months Ended April 30, 2001
(Unaudited)
<CAPTION>


                                                        Common Stock               Paid-in         Retained
                                                   Shares         Par Value        Capital         Earnings          Total
<S>                                           <C>              <C>             <C>              <C>

Balance, August 1, 2000                         94,984,408      $   9,498      $7,013,946       $ (122,494)     $6,900,950
Sale of common stock for cash                    1,100,000            110       1,567,390                -       1,567,500
Net earnings                                             -              -               -          535,922         535,922
                                              -----------------------------------------------------------------------------------
Balance, April 30, 2001                         96,084,408      $   9,608      $8,581,336       $  413,428      $9,004,372
                                              ===================================================================================

See accompanying notes to condensed consolidated financial statements.

</TABLE>




                                       5
<PAGE>
<TABLE>


SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows
Nine Months Ended April 30, 2001 and 2000
(Unaudited)
<CAPTION>

                                                                                     2001              2000
<S>                                                                            <C>                <C>

Cash flows from operating activities
Net earnings (loss)                                                             $  535,923         $(129,397)
Adjustments to reconcile net earnings to net cash provided
    by operating activities:
 Depreciation and amortization                                                     204,467            34,351
 Deferred income taxes                                                             231,777            (7,352)
 Purchase of marketable equity securities                                         (333,587)              -
 Common stock issued for services                                                        -            18,125
 Provision for bad debts                                                                 -            24,413
 Unrealized gain on marketable equity securities                                  (368,873)              -
 Gain on sale of assets                                                             (7,054)              -
 Realization of deferred revenue                                                   (31,295)              -
 Refund from net operating loss carryback                                           18,623               -
 Changes in assets and liabilities:
  Accounts receivable                                                              228,841           (95,371)
  Inventory                                                                       (770,772)         (198,682)
  Other assets                                                                    (155,452)              -
  Accounts payable and accrued expenses                                           (828,859)          (12,534)
                                                                               ------------------ ----------------
Net cash provided by operating activities                                       (1,276,261)         (366,447)
                                                                               ------------------ ----------------

Cash flows provided by investing activities
 Capital expenditures                                                             (112,526)          (23,628)
 Acquisition of HMS, net of cash acquired                                       (2,817,872)              -
 Acquisition of assets at wholesale location                                      (105,000)              -
                                                                               ------------------ ----------------
Net cash provided by investing activities                                       (3,035,398)          (23,628)
                                                                               ------------------ ----------------




See accompanying notes to condensed consolidated financial statements.

                                                                                 Continued
</TABLE>




                                       6
<PAGE>

<TABLE>

SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows, Continued
Nine Months Ended April 30, 2001 and 2000
(Unaudited)
(Continued)
<CAPTION>


                                                                                    2001              2000
<S>                                                                           <C>              <C>

Cash flows provided by financing activities
 Proceeds from sales of common stock                                            1,567,500           841,700
 Loans made                                                                      (500,000)              -
 Loan proceeds                                                                    216,268            50,000
 Repayment of notes payable and long-term debt                                   (188,449)          (62,674)
 Increase (decrease) in amount due stockholder                                      1,178            (3,365)
                                                                              ----------------- -----------------
Net cash provided by financing activities                                       1,096,497           825,661
                                                                              ----------------- -----------------

Net increase in cash and cash equivalents                                      (3,215,162)          435,586
Cash and cash equivalents, beginning of period                                  5,969,201            34,426
                                                                              ----------------- -----------------
Cash and cash equivalents, end of period                                       $2,754,039        $  470,012
                                                                              ================= =================


Supplemental Disclosures of Cash Flow Information

Interest paid                                                                    $ 240,897          $ 19,860
                                                                                 ==========         ========

Income taxes paid                                                                   $ -             $ 5,384
                                                                                    ====            =======

Supplemental Schedule of Noncash Investing and Financing Activities

Convertible promissory notes issued in acquisition of HMS                      $2,500,000        $      -
Acquisition of transportation equipment with long-term debt                    $   62,376        $   19,462
Financed insurance                                                             $   26,138        $      -

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



                                       7
<PAGE>


SGD HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Nine Months Ended April 30, 2001 and 2000


1.       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


   (a)  Organization
              Effective January 24, 2001, Goldonline  International,  Inc.
              ("Registrant") changed  its  name to SGD  Holdings,  LTD.  ("SGD"
              or the  "Company") pursuant to Section 253 of the General
              Corporation  Law of  Delaware. The  consolidated  financial
              statements  include the  accounts of SGD (formerly Transun
              International  Airways,  Inc.) and its wholly owned subsidiaries
              HMS  Jewelry  Company,  Inc.  ("HMS"),   CON-TEX  Silver Imports,
              Inc.  ("SILVER")  and Jewelry  Solutions  &  Commerce,  Inc.
              ("Jewelry")  (formerly known as Gold Online.com,  Inc.)
              (collectively referred to as the "Company").  All material
              intercompany accounts and transactions have been eliminated.

              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.

              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.

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

   (b)   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 fulfillment 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, a satellite
              location in Dallas, Texas and from jewelry shows at locations
              throughout the south central United States. Jewelry established an
              Internet jewelry presence in the fall of 1999, when Jewelry began
              selling gold, silver and diamond jewelry through e-commerce sites,
              located at http://www.GoldOnline.com, which has now been licensed
              to a third party. Jewelry now operates as an e-commerce solutions
              provider to the Company's clients by offering web hosting services
              and has begun offering back office jewelry fulfillment services to
              the Company's customers.

              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.

   (c)   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.


                                       8
<PAGE>


              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, 2000, which
              is included in the Company's Form 10-KSB, which was filed November
              8, 2000 and the Company's 8-K dated October 26, 2000 that reported
              the acquisition of HMS and included the audited financial
              statements of HMS. 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.


2.       ACQUISITION OF HMS JEWELRY COMPANY, INC.

         Effective October 1, 2000, the Company acquired, pursuant to an
         Agreement and Plan of Merger the operations and business of HMS, in
         exchange for $4,500,000 in cash and convertible promissory notes in the
         amount of $2,500,000. The purchase also included $47,500 in legal and
         professional costs. 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.

         The acquisition was accounted for by the purchase method of accounting
         and, accordingly, the statements of consolidated income include the
         results of HMS beginning October 1, 2000. 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. The
         purchase price allocation is a preliminary estimate and the actual
         amounts could differ from this estimate. A summary of the assets
         acquired and liabilities assumed in the acquisition follows:

         Estimated fair values:
         Assets acquired                                      $   7,758,635
         Liabilities assumed                                     (4,428,077)
         Goodwill (amortized by the straight-line method
           over fifteen years)                                    3,716,942
                                                              -------------
         Purchase price                                           7,047,500
         Less cash acquired                                      (1,729,628)
         Less convertible promissory notes                       (2,500,000)
                                                              -------------
         Net cash paid                                        $   2,817,872
                                                              =============



                                       9
<PAGE>



         Unaudited pro froma results of operations for the nine months ended
         April 30, 2001 and 2000, as if the Company and HMS had been combined as
         of the beginning of the periods, follow. The pro forma results include
         estimates and assumptions which management believes are reasonable.
         However, pro forma results are not necessarily indicative of the
         results that would have occurred if the business combination had been
         in effect on the dates indicated, or which may result in the future.
<TABLE>
<CAPTION>

                                                                                    Pro forma
                                                                           Nine months ended April 30,
                                                                      (Thousands except for per share data)
                                                                               2001              2000
<S>                                                                        <C>               <C>

         Net sales                                                           $ 11,534          $ 12,559
         Net income                                                          $    581          $    864
         Net income per common share
           Assuming dilution                                                 $    .006         $  .010

           Basic                                                             $    .006         $  .010
</TABLE>

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, 2001 and
         2000.

         The Company had received loans from its principal shareholder. The
         balance owed to the shareholder was $3,635 at April 30, 2001.

         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 $56,525 during the nine-month period ended
         April 30, 2001, which includes the seven months during which HMS was
         owned by the Company. HMS Leasing Company, LLC is owned by the
         president of HMS.

4.       MARKETABLE EQUITY SECURITIES

         FAS No. 115 "Accounting for Certain Investments in Debt and Equity
         Securities," requires that all applicable investments be classified as
         trading securities, available-for-sale securities or held-to-maturity
         securities. The Company has classified its investment in marketable
         equity securities as trading securities, which are reported at fair
         value. Fair value is defined to be the last closing price for the
         listed securities. The unrealized gains and losses, which the Company
         recognizes from its trading securities, are included in earnings. As of
         April 30, 2001, substantially all of the Company's investment in
         marketable equity securities was in stock of one company. Due to the
         size of the investment and its limited trading volume, there can be no
         assurance that the Company will realize the value that is required to
         be used by FAS No. 115.

         The following summarizes the Company's investments at April 30, 2001:

         Trading securities:
                  Cost                                        $   417,027
                  Unrealized gain                                 368,873
                                                              -----------
                      Recorded value                          $   785,900
                                                              ===========

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


                                       10
<PAGE>

<TABLE>
<S>                                                                               <C>

5.       LONG-TERM DEBT AND NOTES PAYABLE

         Long-term debt and notes payable at April 30, 2000 consist of the
         following:

                  Note payable to bank with interest at 10% payable on demand or
                  July 1, 2001 if no demand is made; accrued interest payable
                  monthly; collateralized by all assets of SILVER and guaranteed
                  by the principal shareholder of the Company                         $   128,736

                  Line of credit and gold  consignment  facility  with accrued
                  interest  payable monthly;  collateralized  by all assets of
                  HMS                                                                   3,194,006

                  Note  payable to the mother of the  president of HMS; due on
                  February 15, 2002                                                        55,153

                  Notes  payable  to the  president  of HMS  Jewelry  Company,
                  Inc.,  due  $1,250,000 on October  15,2001 and $1,250,000 on
                  October  15,  2002,  with  interest  payable  monthly at 8%,
                  collateralized by the stock of HMS Jewelry Company, Inc.              2,500,000

                  Note payable to the brother of the principal share-
                  holder of the  Company  due on demand  with  interest at 8%,
                  unsecured,  convertible  into common stock of the Company at
                  $.01 per share                                                           50,000

                  Note  payable to company for financed  insurance  payable in
                  monthly installments of $3,030 through October 2001                      17,646

                  Notes payable to companies in monthly installments aggregating
                  $2,892, including interest at 9.8% to 11.6% ; collateralized
                  by transportation equipment                                             120,665
                                                                                     ------------
                                                                                        6,066,206

                  Current installments of long-term debt and notes payable              4,741,931
                                                                                     ------------


                  Long-term debt less current installments                           $  1,324,275
                                                                                     ============

</TABLE>


                                       11
<PAGE>

<TABLE>

6.       INCOME TAXES

         Federal income tax expense (benefit) for the nine months ended April
         30,2001 and 2000 consists of:

                                                                           2001            2000
<S>                                                                  <C>            <C>

                  Federal income taxes                                      72,800    $         -
                  Deferred income tax expense (benefit)                    158,977         (7,352)
                                                                       -----------    ------------
                                                                       $   231,777    $    (7,352)
                                                                       ===========    ============
</TABLE>


         For the nine months ended April 30, 2001 and 2000, actual income tax
         expense (benefit) applicable to earnings (loss) before income taxes is
         reconciled with the "normally expected" federal income tax expense
         (benefit) as follows:
<TABLE>
<CAPTION>

                                                                           2001            2000
<S>                                                                   <C>            <C>

                  "Normally expected" income tax expense (benefit)     $   261,000    $   (46,495)
                  Change in valuation allowance                            (54,000)        39,143
                  Surtax exemption                                          18,400              -
                  Other                                                      6,377              -
                                                                       -----------    -----------
                                                                       $   231,777    $    (7,352)
                                                                       ===========    ============


         The deferred income tax assets and liabilities at April 30, 2001 are
         comprised of the following:

                                                                           Current     Noncurrent

         Allowance for bad debts                                       $     1,700    $        -
         Asset basis                                                            -          (5,800)
         Unrealized gain on trading securities                            (125,400)            -
                                                                       -----------    -----------

              Net deferred income tax liabilities                      $   123,700    $     5,800
                                                                       ===========    ===========


</TABLE>


                                       12
<PAGE>

7.          STOCK OPTIONS
<TABLE>

         On September 1, 1999, the Company established a stock option plan,
         which reserved 10,000,000 shares of the Company's common stock for
         issue to certain employees, directors and consultants. The Plan
         provides that options may be granted for no less than fair market value
         at the date of the option grant. The following is a summary of option
         activity for the nine months ended April 30, 2001.
<CAPTION>

                                                    Options                    Options Outstanding
                                                   Available                          Weighted Average
                                                   For Grant              Options       Exercise Price
<S>                                                <C>               <C>                <C>

         Balance, July 31, 2000                      9,892,000                   0        $       0.00
                                                     ---------         -----------        ------------

         Granted                                      (400,000)            400,000                1.00
         Exercised                                           -                   -                   -
         Cancelled                                           -                   -                   -
                                                      --------            --------        ------------

         Balance, March 31, 2001                     9,492,000             400,000        $       1.00
                                                     =========             =======        ============
</TABLE>

         SFAS No. 123 "Accounting for Stock Based Compensation" ("SFAS 123"),
         requires the Company to disclose pro forma information regarding option
         grants made to its employees. SFAS 123 specifies certain valuation
         techniques that produce estimated compensation charges that are
         included in the pro forma results below. These amounts have not been
         reflected in the Company's Statement of Operations, because Accounting
         Principles Board Opinion 25, "Accounting for Stock Issued to
         Employees," specifies that no compensation charge arises when the price
         of the employees' stock options equal the market value of the
         underlying stock at the grant date, as in the case of options granted
         to the Company's employees and consultants. Stock options are
         anti-dilutive at April 30, 2001 and accordingly are not included in the
         earnings per share calculation.

         SFAS No. 123 pro forma numbers are as follows for the nine-months
         ended April 30, 2001 and 2000:

                                                      2001              2000

         Actual net earnings (loss)            $      535,922    $     (129,397)
                                               ==============    ===============
         Pro forma net loss                    $      505,572    $     (129,397)
                                               ==============    ===============
         Pro forma basic and diluted net
          earnings (loss) per share            $        .006     $       (.001)
                                               =============     ==============

         Under SFAS 123, the fair value of each option grant is estimated on the
         date of grant using the Black-Scholes option-pricing model. At April
         30, 2001, the following weighted average assumptions were used:
         risk-free interest rate of 6.0%, no expected dividends, a volatility
         factor of 98.89%, and a weighted average expected life of the options
         of one year.

         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options that have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility. Because the Company's employee stock
         options have characteristics significantly different from those of
         traded options, and because changes in the subjective input assumptions
         can materially affect the fair value estimate, in management's opinion
         the existing models do not necessarily provide a reliable single
         measure of the fair value of the Company's options.


                                       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.

         The Company has historically sold jewelry, principally silver, in its
         own retail outlets and wholesale to other jewelry stores. Jewelry
         established an Internet jewelry presence in the fall of 1999, when
         Jewelry began selling gold, silver and diamond jewelry through
         e-commerce sites, located at http://www.GoldOnline.com, which has now
         been licensed to a third party. Jewelry now operates as an e-commerce
         solutions provider to the Company's clients by offering web hosting
         services and has begun offering back office jewelry fulfillment
         services to the Company's customers.

         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.

A.       LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital decreased from $6,657,979 at July 31,
         2000 to $6,155,481 at April 30, 2001. The decline in working capital is
         primarily the result of the purchase of HMS during the quarter ended
         October 31, 2000. HMS provided $3,557,881 in working capital at April
         30, 2001, whereas the Company used $5,797,500 ($4,547,500 in cash and
         $1,250,000 in current notes payable) in working capital to complete the
         acquisition. The Company also received net proceeds from the sale of
         common stock in the amount of $1,567,500 and recognized an unrealized
         gain from marketable equity securities in the amount of $368,873.

B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the nine months ended April 30, 2001
         sales increased $8,474,495 from $1,243,805 to $9,718,300 from the same
         year earlier period. The sales increase includes $7,784,623 from HMS
         during the seven-month period ended April 30, 2001 and $689,872 from
         the operations of SILVER. SILVER had retail sales increases of $330,009
         (87%) and increases of $359,863 (48%) from wholesale sales. Wholesale
         sales increases are primarily the result of increased marketing efforts
         and an expanded inventory of products available. Retail sales increases
         are primarily due to opening two new locations, with new locations
         accounting for $274,091 of the increase and same store sales accounting
         for $55,918 of the increase.


                                       14
<PAGE>

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - During the nine months
         ended April 30, 2001, selling, general and administrative expense
         increased $2,317,894 (381%) to $2,926,608 from $608,914 during the same
         year earlier period. The increase includes the selling, general and
         administrative expense of HMS for the seven-month period ended April
         30, 2001 in the amount of $1,562,690, which was not included in the
         year earlier period, and an increase of $755,204 from other operations,
         principally SILVER. The major components of the increase in SILVER's
         costs include payroll and commissions of $375,479, advertising of
         $53,574, rent of $82,032, travel costs of $41,705 and delivery costs of
         $30,700.

         INTEREST EXPENSE - Interest expense increased $221,037 from $19,860 to
         $240,897 during the nine-month period ended April 30, 2001, as compared
         to the same year earlier period. The increase includes $96,836 from
         HMS, $116,669 from the HMS acquisition debt, $3,595 in insurance
         financing and $3,936 from SILVER.

         INTEREST AND OTHER INCOME - Interest and other income of the Company
         increased during the nine-month period ended April 30, 2001 from the
         same year earlier period to $185,120. The increase is attributed to the
         higher cash balances during the nine-month period ended April 30, 2001,
         which were primarily due to the sale of common stock through exercise
         of stock options and warrants and to the interest earned on the note
         receivable.

         UNREALIZED GAIN ON MARKETABLE SECURITIES - The Company recognized an
         unrealized gain in the amount of $368,873 during the nine months ended
         April 30, 2001, from its investment in marketable equity securities
         that have been classified as trading securities. The Company did not
         have an investment in marketable equity securities during the year
         ended July 31, 2000.

         INCOME TAXES - The Company recorded income tax expense in the amount of
         $231,777 during the nine-month period ended April 30, 2001, and
         recorded a benefit of $7,352 during the year earlier period. The
         current 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.





                                       15
<PAGE>

                            PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits - Not applicable.
(b)      Reports on Form 8-K - None.

                                  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 14, 2001           By:      /s/ James G. Gordon
                                     -------------------------
                                     James G. Gordon, President and
                                     Principal Accounting Officer


                                       16
<PAGE>