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: October 31, 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)

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


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].

The number of shares outstanding of registrant's common stock, par value $.0001
per share, as of December 2, 2002 was 28,166,077.

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




                                       1
<PAGE>

<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

                                     Index

                                                                                Page
                                                                                 No.

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

    Item 1.         Condensed Consolidated Balance Sheet -                        3
                    October 31, 2002

                    Condensed Consolidated Statements of Operations -             4
                    Three Months Ended October 31, 2002 and 2001

                    Condensed Consolidated Statements of Cash Flows -             5
                    Three Months Ended October 31, 2002 and 2001

                    Notes to Condensed Consolidated Financial Statements -      6-12
                    Three Months Ended October 31, 2002 and 2001

      Item 2.       Managements Discussion and Analysis of Financial Condition  13-15
                    and Results of Operations

      Item 3.       Controls and Procedures                                       16

Part II.            Other Information                                           17-19


</TABLE>





                                       2
<PAGE>




SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Balance Sheet
October 31, 2002
(Unaudited)

ASSETS
Current assets
 Cash and cash equivalents ....................................   $    368,592
 Trade accounts receivable ....................................      3,314,985
 Marketable equity securities .................................          7,664
 Inventory ....................................................      4,237,662
 Due from related parties .....................................         93,374
 Deferred income taxes ........................................        231,600
 Prepaid expenses and other assets ............................        523,785
                                                                  ------------
                                                                     8,777,662
Property and equipment, net ...................................        595,271
Goodwill and other intangibles ................................      4,132,021
Deferred income taxes .........................................         10,200
Marketable equity securities ..................................        209,450
Deposits and other assets .....................................         41,930
                                                                  ------------
                                                                  $ 13,766,534
                                                                  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Current installments of long-term debt and notes payable .....   $  1,228,393
 Notes payable - related parties ..............................      1,300,000
 Accounts payable .............................................      2,395,128
 Accrued expenses .............................................        176,916
 Due to related parties .......................................         21,569
                                                                  ------------
                                                                     5,122,006
Long-term debt less current installments ......................        152,205
Long-term debt less current installments - related party ......        473,407

Stockholders' equity
 Common stock, $.0001 par value, 200,000,000 shares authorized,          2,817
 28,166,077 shares issued and outstanding
 Additional paid-in capital ...................................      9,406,678
 Retained earnings (deficit) ..................................     (1,245,379)
 Accumulated other comprehensive income (loss) ................       (145,200)
                                                                  ------------
                                                                     8,018,916
                                                                  ------------
                                                                  $ 13,766,534
                                                                  ============
See accompanying notes to condensed consolidated financial statements.





                                       3
<PAGE>




SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statements of Operations
Three Months Ended October 31, 2002 and 2001
(Unaudited)



                                                      2002           2001

Sales and revenues ............................   $ 5,652,918    $ 3,675,858
Cost of sales .................................     4,058,666      2,499,351
                                                  -----------    -----------
  Gross profit ................................     1,594,252      1,176,507
Selling, general and administrative expense ...     1,445,705      1,117,906
                                                  -----------    -----------
  Earnings (loss) from operations .............       148,547         58,601

Other income (expense):
 Unrealized loss on marketable securities .....        (4,371)      (366,500)
 Loss on sale of assets .......................       (51,015)          --
 Interest expense .............................       (32,167)        (5,501)
 Interest expense - related parties ...........       (33,261)       (50,547)
 Gold consignment fee .........................       (38,799)       (32,443)
 Interest and other income ....................         3,998         23,008
                                                  -----------    -----------
                                                     (155,615)      (431,983)
                                                  -----------    -----------
Net earnings (loss) before income taxes .......        (7,068)      (373,382)
Income tax expense (benefit) ..................        (1,700)      (123,300)
                                                  -----------    -----------
Net earnings (loss) ...........................   $    (5,368)   $  (250,082)
                                                  ===========    ===========

Net earnings (loss) per share .................   $    (0.000)   $    (0.010)
                                                  ===========    ===========

Weighted average shares outstanding (thousands)      28,166.1       25,416.3
                                                  ===========    ===========

See accompanying notes to condensed consolidated financial statements.





                                       4
<PAGE>


<TABLE>
<CAPTION>

SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Cash Flows
Three Months Ended October 31, 2002 and 2001
(Unaudited)
                                                                  2002            2001
Cash flows from operating activities
<S>                                                          <C>            <C>
Net earnings (loss) ......................................   $    (5,368)   $  (250,082)
Adjustments to reconcile net earnings to net cash provided
    by operating activities:
 Depreciation and amortization ...........................        45,299         28,488
 Deferred income taxes ...................................        (1,700)      (123,300)
 Unrealized loss on marketable equity securities .........         4,371        366,500
 Loss on sale of assets ..................................        51,015           --
 Deferred revenue realized ...............................          --          (20,850)
 Changes in assets and liabilities:
  Accounts receivable ....................................    (1,680,605)    (1,130,799)
  Inventory ..............................................      (744,394)      (927,765)
  Other assets ...........................................        13,352        (45,145)
  Accounts payable and accrued expenses ..................     1,172,582      1,236,576
                                                             -----------    -----------
Net cash provided by operating activities ................    (1,145,448)      (866,377)
                                                             -----------    -----------

Cash flows provided by investing activities
 Capital expenditures ....................................        (9,573)       (67,812)
 Acquisition of Tandori, Inc., net of cash acquired ......          --         (299,650)
                                                             -----------    -----------
Net cash provided by investing activities ................        (9,573)      (367,462)
                                                             -----------    -----------

Cash flows provided by financing activities
 Loan proceeds ...........................................       215,545           --
 Repayment of notes payable and long-term debt ...........       (20,024)       (12,225)
 Loan proceeds - related party ...........................          --          775,000
 Repayment of related party notes ........................          --         (625,000)
 Increase (decrease) in amount due related parties .......        13,150           (730)
                                                             -----------    -----------
Net cash provided by financing activities ................       208,671        137,045
                                                             -----------    -----------
Net increase in cash and cash equivalents ................      (946,350)    (1,096,794)
Cash and cash equivalents, beginning of period ...........     1,314,942      2,399,898
                                                             -----------    -----------
Cash and cash equivalents, end of period .................   $   368,592    $ 1,303,104
                                                             ===========    ===========

See accompanying notes to condensed consolidated financial statements.

</TABLE>




                                       5
<PAGE>



SGD Holdings, Ltd.
Notes to Condensed Consolidated Financial Statements
Three Months Ended October 31, 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 Texas. The wholesale
              operation of Silver consists of both sales directly from its
              headquarters in Conroe, Texas, satellite locations in Dallas,
              Texas and from jewelry shows at locations throughout the south
              central United States. Jewelry is currently inactive.

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

                                       6
<PAGE>

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

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

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

         (e)  Recent accounting pronouncements
              In June 2002, the Financial Accounting Standards Board issued
              Statement of Financial Accounting Standards No. 146, "Accounting
              for Costs Associated with Exit or Disposal Activities". SFAS 146
              requires that a liability be recognized on the date on which the
              company had committed to an exit plan. The Company does not
              believe that the adoption of SFAS 146 will have a material impact
              on its consolidated financial statements.

              In October 2002, the Financial Accounting Standards Board issued
              Statement of Financial Accounting Standards No. 147, "Acquisition
              of Certain Financial Institutions." The Company does not believe
              that the adoption of SFAS 147 will have any impact on its
              consolidated financial statements.


2.       RELATED PARTY TRANSACTIONS

         Silver leases its corporate headquarters from a Director of the Company
         at the rate of $2,200 per month. This amounted to $6,600 during each of
         the three-month periods ended October 31, 2002 and 2001.

         The Company had received loans from one of its Directors. The balance
         owed was $1,220 at October 31, 2002. Tandori sold product and services
         to the same Director in the amount of $12,310, of which $2,506 remains
         unpaid at October 31, 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 $24,225 during the three-month periods ended
         October 31, 2002 and 2001. HMS Leasing Company, LLC is owned by the
         president of HMS.

         HMS had advances to its president and companies controlled by him at
         October 31, 2002 in the amount of $921.

                                       7
<PAGE>

         The Company has made net sales to Premier Concepts, Inc. ("Premier") of
         $33,924 during the three months ended October 31, 2002 and has
         receivables from Premier of $89,947 at October 31, 2002. The Company
         owns 9.5% of the stock of Premier at October 31, 2002. The Chief
         Executive Officer of Premier is a Director of the Company and on
         November 25, 2002 became President and Acting Chief Executive Officer
         of the Company.

         Related party interest expense amounted to $33,261 and $50,547 for the
         three-month periods ended October 31, 2002 and 2001, respectively.
         Accrued interest payable to related parties amounted to $20,349 at
         October 31, 2002. See Note 6 for notes payable due related parties.

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

         Amounts due from related parties at October 31, 2002 may be summarized
         as follows:

               Premier Concepts, Inc. ........   $89,947
               Greg Gordon, Director .........     2,506
               Harry Schmidt, President of HMS       921
                                                 -------
                                                 $93,374

         Amounts due to related parties at October 31, 2002, excluding notes
         payable included in Note 6, may be summarized as follows:

          Greg Gordon, Director ..............................   $ 1,220
          David Gordon, shareholder and brother of Greg Gordon    20,349
                                                                 -------
                                                                 $21,569


3.       MARKETABLE EQUITY SECURITIES

         The following summarizes the Company's investments in securities at
         October 31, 2002:

          Trading securities:
                   Cost .................   $  93,581
                   Unrealized gain (loss)     (85,917)
                                            ---------
                       Fair value .......   $   7,664
                                            =========

          Available-for-sale securities:
                   Cost .................   $ 429,550
                   Unrealized gain (loss)    (220,100)
                                            ---------
                       Fair value .......   $ 209,450
                                            =========

         The Company recognized an unrealized loss from trading securities in
         the amount of $4,371 and $366,500 during the three month periods ended
         October 31, 2002 and 2001, respectively.

         Unrealized losses from available-for-sale securities included, as a
         component of equity, as of October 31, 2002 were as follows:

          Unrealized losses ...........................   $(220,100)
          Deferred income taxes .......................      74,900
                                                          ---------
          Accumulated other comprehensive income (loss)   $(145,200)
                                                          =========


                                       8
<PAGE>

4. INVENTORIES AND GOLD CONSIGNMENT AGREEMENT

         Inventories at October 31, 2002 consist of:

          Gold jewelry ....................   $ 6,488,939
          Silver and other jewelry ........     1,348,770
          Electronic equipment and supplies       153,286
                                              -----------
                                                7,990,995
          Less consigned gold .............    (3,753,333)
                                              -----------
               Net inventories ............   $ 4,237,662
                                              ===========

          HMS has a gold consignment agreement with a gold lender. Under the
          terms of the agreement, HMS is entitled to lease the lesser of an
          aggregate amount of 13,200 ounces, or an aggregate consigned gold
          value not to exceed $4,950,000 less any balance outstanding on its
          $1,500,000 line of credit. Title to such consigned gold remains with
          the gold lender until HMS purchases the gold. However, during the
          period of consignment, the entire risk of loss, damage or destruction
          of the gold is borne by HMS. The purchase price per ounce is based on
          the daily Second London Gold Fix. HMS pays the gold consignor a
          consignment fee based upon the dollar value of gold ounces
          outstanding, as defined in the agreement. At October 31, 2002, HMS had
          11,857 ounces of gold on consignment with a market value of $3,753,333
          ($316.55 per ounce).

          The consignment agreement contains certain restrictive covenants
          relating to maximum usage, net worth, working capital, and other
          financial ratios, and the agreement requires HMS to own a specific
          amount of gold at all times. The agreement also limits the amount
          which HMS can pay to SGD and its sister companies. At October 31, 2002
          HMS had transactions and balances with SGD and its sister companies as
          follows:

          Expenses paid on behalf of SGD ...................   $ 394,100
          Product and services sold to sister companies ....     113,079
          Loans and advances ...............................      84,046
                                                               ---------
                                                                 591,225
          HMS share of consolidated income taxes, due to SGD    (372,300)
          Management fee due SGD ...........................    (187,500)
                                                               ---------
            HMS over (under) allowable amount ..............   $  31,425
                                                               =========

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

          The gold lender has also provided a line of credit to HMS in the
          amount of $1,500,000 that is due on demand, including interest at the
          lender's prime rate plus 3/4%. HMS does not have any advances on this
          line of credit at October 31, 2002.

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


                                       9
<PAGE>

5.       LONG-TERM DEBT AND NOTES PAYABLE

         Long-term debt and notes payable at October 31, 2002 consists of the
         following:
<TABLE>

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

               Note payable to bank with interest at prime + 1%; currently
               5.25%; due on September 25, 2003; guaranteed by the brother of
               a Director of SGD ............................................       200,000

               Notes payable to companies in monthly installments;
               collateralized by transportation equipment ...................       101,598

               Note payable to company due July 30, 2003 with interest
               at 5.8% payable monthly(IN DEFAULT) ..........................       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 .....    (1,228,393)
                                                                                -----------

               Long-term debt less current installments .....................   $   152,205
                                                                                ===========
</TABLE>

         See Note 8.


6.       NOTES PAYABLE DUE RELATED PARTIES

         Notes payable due related parties at October 31, 2002 consist of the
         following:
<TABLE>

<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. (PAST DUE) ...............................................   $ 1,250,000

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

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

               Less current installments ......................................................    (1,300,000)
                                                                                                  -----------

                                                                                                  $   473,407
                                                                                                  ===========
         See Note 8.

</TABLE>



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<PAGE>



7.       SEGMENT INFORMATION

         The Company reports segments based upon the management approach, which
         designates the internal reporting that is used by management for making
         operating decisions and assessing performance. For the three-month
         period ended October 31, 2002, the Company operated in the following
         segments (amounts in thousands):
<TABLE>
<CAPTION>

                                                                                Corporate
                                          Gold         Silver      LifeStyle    and other  Consolidated

         Revenues:
<S>                                   <C>          <C>            <C>         <C>           <C>
           External customers         $    3,995   $       559    $   1,099   $        -    $     5,653
           Intersegment               $        -             -            -            -    $

         Earnings (loss)
           from operations            $      371   $       (80)   $    ( 87)  $      (55)   $       149
         Unrealized (loss) on
           marketable securities               -             -            -           (4)            (4)
         Other, net                          (59)          (54)         (24)         (14)          (152)
         Deferred income tax
           (expense) benefit                (107)           46           38           25              2
                                      -----------  -----------    ---------   ----------    -----------
         Net earnings (loss)          $      205   $       (89)   $     (73 ) $      (48)   $        (5)
                                      ==========   ===========    ==========  ==========    ============

         Assets                       $    9,810   $     1,808    $   1,698   $      451    $    13,767
                                      ==========   ===========    ==========  ==========    ===========
</TABLE>

         For the three-month period ended October 31, 2001, 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         $    2,887   $       558    $     231   $        -    $     3,676
           Intersegment               $       80             -            -            -    $        80

         Earnings (loss)
           from operations            $      312   $      (183)   $      (8)  $      (62)   $        59
         Unrealized (loss) on
           marketable securities               -             -            -         (367)          (367)
         Other, net                          (56)           (5)           -           (4)           (65)
         Deferred income tax
           (expense) benefit                 (89)           62            3          147            123
                                      -----------  -----------    ---------   ----------    -----------
         Net earnings (loss)          $      167   $      (126)   $      (5)  $     (286)   $      (250)
                                      ==========   ===========    =========   ==========    ===========

         Assets                       $    8,808   $     2,770    $     813   $    1,292    $    13,683
                                      ==========   ===========    =========   ==========    ===========
</TABLE>


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

         Corporate assets consist primarily of marketable securities and prepaid
expenses.





                                       11
<PAGE>


8.       SUBSEQUENT EVENTS

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

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

         Con-Tex has a note obligation to a bank in the amount of $144,000 which
         is currently past due and SGD has a note obligation to the President of
         HMS in the amount of $1,250,000 which is also past due. The litigation
         discussed above has impaired the Company's ability to negotiate
         necessary extension agreements.

         In addition, SGD owes another company $835,000 which is currently in
         default. The litigation discussed above has also limited the Company's
         ability to cure the defaults in this note as well.


                                       12
<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 increased from $3,630,930 at July 31,
         2002 to $3,655,656 at October 31, 2002. The increase in working capital
         of $24,726 consists of an increase in current assets of $1,385,422 less
         an increase in current liabilities of $1,360,696. The major items of
         the increase in current assets consisted of an increase in accounts
         receivable of $1,680,605; an increase in inventory of $693,379; and a
         decrease in cash of $946,350. The major increase in current liabilities
         was from an increase in accounts payable of $1,149,628. The majority of
         the increases in accounts receivable, inventory and accounts payable,
         as well as the decrease in cash are the result of higher pre-Christmas
         sales and the increased inventory to support the seasonal sales. These
         increases are consistent with activity in the prior year period and are
         expected to decline after the Christmas season.

         The Company is currently budgeting $200,000 for capital expenditures
         for fiscal 2003. This includes approximately $150,000 to upgrade and
         add showroom equipment for its Tandori locations and $50,000 for other
         miscellaneous equipment. The Company will either use cash, its existing
         credit facilities or may secure a floor-plan loan for the Tandori
         equipment.

         As of January 13, 2003, the Company is past due on one note payable to
         a bank in the amount of $144,000; is in default of the covenants of a
         note payable in the amount of $835,000; and is past due on a related
         party note in the amount of $1,250,000. It will be necessary for the
         Company to restructure this debt as it does not have the current
         resources to repay the loans.

                                       13
<PAGE>

B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the three months ended October 31,
         2002 sales increased $1,977,060 (54%) from the same year earlier
         period. The Company's sales may be summarized as follows for the
         three-month periods ended October 31, 2002 and 2001:

                                   2002           2001

          Gold .............   $ 3,994,956   $ 2,967,347
          Silver:
            Wholesale ......       365,100       376,812
            Retail .........       193,720       181,295
                               -----------   -----------
                                   558,820       558,107
          Tandori ..........     1,099,142       230,535
                               -----------   -----------
                                 5,652,918     3,755,989
          Intersegment sales          --         (80,131)
                               -----------   -----------
                               $ 5,652,918   $ 3,675,858
                               ===========   ===========

         Gold sales have increased $1,027,609 (35%) from the year earlier
         period. The majority of the increase is attributed to the new catalog
         which was distributed during the late spring. The catalog also added a
         new silver line which accounted for $290,986 of the sales increase.

         Silver sales were flat with the 3% decline in wholesale sales offset by
         an increase in total retail sales. Silver experienced a decline of 11%
         in same store sales, but was able to increase total retail sales by
         adding one new store.

         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.

         Tandori sales increased $868,607 (377%) from the year earlier period.
         The prior year period included only one location for two months,
         whereas the current year period includes two locations for the full
         quarter. Sales from the Raleigh, North Carolina location accounted for
         77.6% of the total while the new location in Spring, Texas, which
         became fully operational earlier this calendar year, accounted for the
         remainder.

         During the three months ended October 31, 2002, gold had a gross profit
         of24.7%; Silver had a gross profit of 53%; and Tandori had a gross
         profit of 28.1% for a combined gross profit of 28.2%. This compares to
         gross profit of: Gold - 27.4%; Silver - 51.2%; Tandori - 40.3%; and
         combined - 32% for the prior year period. Gold's gross profit has
         declined primarily due to the increase in gold price. Gold has a fixed
         amount of profit for each ounce of gold sold; accordingly, with the
         gold value increasing the gross profit percentage is a smaller
         percentage of sales. The decline in Tandori's gross profit percentage
         is in part due to the addition of high voltage electrical services to
         their Spring, Texas location. The electrical contractor has only
         nominal costs which are not included in cost of sales and accordingly
         has a lower gross profit margin.




                                       14
<PAGE>


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - During the three months
         ended October 31, 2002, selling, general and administrative expense
         increased $327,799 (29.3%) from the same year earlier period. The
         following table summarizes the Company's selling, general and
         administrative expenses for the three-month periods ended October 31,
         2002 and 2001:

                                    2002         2001

          Gold ..............   $  617,706   $  500,392
          Silver ............      376,661      468,458
          Tandori ...........      396,810      100,415
          Corporate and other       54,528       48,641
                                ----------   ----------
            Total ...........   $1,445,705   $1,117,906
                                ==========   ==========

         Gold's selling, general and administrative expense ("SGA") increased
         $117,314 (23.4%) from the prior year period. The major cost increases
         included salaries of $48,667; catalog costs of $29,283; freight of
         $24,033; and commissions of $19,802. Advertising costs declined
         $18,424. The increase in SGA is consistent with the 34.6% sales
         increase.

         Silver's SGD decreased $91,797 from the prior year period. The major
         components of the decline were: payroll decrease of $106,376; rent
         increase of $26,832; and an increase in legal and professional costs of
         $14,798.

         Tandori's SGA increased $296,395. The major reason for the increase is
         operating one location during the prior year period for only two months
         as compared to operating two locations for three months during the
         current period.

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

         INTEREST EXPENSE AND GOLD CONSIGNMENT FEE - Interest expense, related
         party and other, increased $9,380 during the three-month period ended
         October 31, 2002, as compared to the same year earlier period. The
         increase is primarily the result of the new debt to fund the operations
         and equipment for Tandori. The gold consignment fee increased 19.6%,
         due to higher gold prices and higher consignment levels.

         INTEREST AND OTHER INCOME - Interest and other income of the Company
         decreased during the three-month period ended October 31, 2002 from the
         same year earlier period to $3,998 from $23,008. The decrease is
         attributed to the higher average cash balances during the prior year
         period.

         UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company
         recognized an unrealized loss in the amount of $4,371 and $366,500
         during the three month periods ended October 31, 2002 and 2001,
         respectively, from its investment in marketable equity securities that
         have been classified as trading securities.

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

         INCOME TAXES - The Company recorded income tax benefit in the amount of
         $1,700 and $123,300 during the three month periods ended October 31,
         2002 and 2001, respectively



                                       15
<PAGE>


Item 3.  CONTROLS AND PROCEDURES

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





                                       16
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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


ITEM 5.  OTHER INFORMATION

         The Company reported in its July 31, 2002 Form 10-KSB that effective
         September 10, 1999 the Company had reverse-split all of its common
         stock, one share for each six shares outstanding. The Amended
         Certificate of Incorporation of SGD effectuating the reverse-split was
         filed on September 2, 1999 and the shares began trading on a post-split
         basis on September 10, 1999.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


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


                                    SIGNATURE

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

                                         SGD HOLDINGS, LTD.



Date:    January 15, 2003       By:      /s/ Terry Washburn
                                         -------------------------------------
                                         Terry Washburn, President, Acting CEO
                                         and Principal Accounting Officer






                                       17
<PAGE>



                                  CERTIFICATION

I, Terry Washburn, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of SGD Holdings,
         Ltd.;
2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;
3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as, and for the periods presented in this
         quarterly report;
4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and have: a) designed such disclosure controls and
         procedures to ensure that material information relating to the
         registrant
             is made known to me by others within the Company, particularly
             during the period in which this quarterly report is being prepared;
         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this quarterly report (the "Evaluation Date"); and
         c)  presented in this quarterly report my conclusions about the
             effectiveness of the disclosure controls and procedures based on my
             evaluation as of the Evaluation Date;
5.       I have disclosed, based on my most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent functions): a) all
         significant deficiencies in the design or operation of internal
         controls which could adversely affect the
             registrant's ability to record, process, summarize and report
             financial data and have identified for the registrant's auditors
             any material weaknesses in internal controls; and
         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls;
6.       I have indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


January 15, 2003                                      /s/ Terry Washburn
                                                      --------------------------
                                                      Terry Washburn
                                                      President and Acting CEO





                                       18
<PAGE>



         Exhibit 99.1

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

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

                  1.       The Quarterly Report of SGD Holdings, Ltd. (the
                           "Registrant") on Form 10-QSB for the period ended
                           October 31, 2002 as filed with the Securities and
                           Exchange Commission on the date hereof (the "Report")
                           fully complies with the requirements of Section 13(a)
                           or 15(d) of the Securities Exchange Act of 1934; and

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


                  Date:    January 15, 2003    By:      /s/Terry Washburn
                                                        -----------------
                                                        Terry Washburn
                                                        President and Acting CEO



                                       19