U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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


                       For Quarter Ended: January 31, 2002


                         Commission File Number: 0-29671


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


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

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


                                 (936) 756-6888
                           (Issuer's telephone number)

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

The number of shares outstanding of registrant's common stock, par value $.0001
per share, as of January 31, 2002 was 98,524,408.

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
                   January 31, 2002

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

                   Condensed Consolidated Statement of Stockholders' Equity -                                         5
                   Six Months Ended January 31, 2002

                   Condensed Consolidated Statements of Cash Flows -                                                 6-7
                   Six Months Ended January 31, 2002 and 2001

                   Notes to Condensed Consolidated Financial Statements -                                            8-15
                   Six Months Ended January 31, 2002 and 2001

     Item 2.       Managements Discussion and Analysis of Financial Condition                                       16-18
                   and Results of Operations

Part II.           Other Information                                                                                  19

</TABLE>



                                       2
<PAGE>

<TABLE>
<CAPTION>

SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Balance Sheet
January 31, 2002
(Unaudited)

<S>                                                                                                         <C>
ASSETS
Current assets
 Cash and cash equivalents                                                                                    $ 1,604,409
 Trade accounts receivable                                                                                      2,125,547
 Marketable equity securities                                                                                     256,087
 Inventory                                                                                                      3,516,546
 Deferred income taxes                                                                                             41,000
 Prepaid expenses and other assets                                                                                343,801
                                                                                                   -----------------------
                                                                                                                7,887,390
Property and equipment, net                                                                                       557,637
Goodwill and other intangibles                                                                                  4,047,926
Due from related parties                                                                                           28,267
Deferred income taxes                                                                                              74,100
Marketable equity securities                                                                                      184,600
Deposits and other assets                                                                                          44,280
                                                                                                   -----------------------
                                                                                                              $12,824,200
                                                                                                   =======================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Current installments of long-term debt and notes payable                                                         186,230
 Notes payable - related parties                                                                                2,268,153
 Accounts payable                                                                                                 877,156
 Accrued expenses                                                                                                 166,398
 Due to related parties                                                                                            51,711
                                                                                                   -----------------------
                                                                                                                3,549,648
Long-term debt less current installments                                                                           63,326

Stockholders' equity
 Common stock, $.0001 par value, 200,000,000 shares authorized,                                                     9,852
 98,524,408 shares issued and outstanding
 Additional paid-in capital                                                                                     9,333,142
 Retained earnings                                                                                                 29,882
 Accumulated other comprehensive income (loss)                                                                  (161,650)
                                                                                                   -----------------------
                                                                                                                9,211,226
                                                                                                   -----------------------
                                                                                                              $12,824,200
                                                                                                   =======================
See accompanying notes to consolidated financial statements.
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

SGD Holdings, Ltd. and Subsidiaries

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

                                                                Three Months Ended                           Six Months Ended
                                                                    January 31,                                  January 31,
                                                          2002                   2001                    2002                2001
<S>                                                <C>                  <C>                        <C>                <C>

Sales and revenues                                    $5,558,019          $   5,130,882             $ 9,233,877         $ 7,319,186
Cost of sales                                          3,718,692              3,451,801               6,218,043           4,789,506
                                                     --------------------------------------------- -------------------- ------------
  Gross profit                                         1,839,327              1,679,081               3,015,834           2,529,680
Selling, general and administrative expense            1,486,727              1,267,274               2,604,633           1,999,353
                                                     --------------------------------------------- -------------------- ------------
  Earnings from operations                               352,600                411,807                 411,201             530,327

Other income (expense):
 Unrealized gain (loss) on marketable securities         140,587                110,395                (225,913)            650,395
 Interest expense                                        (10,917)                (7,984)                (16,418)            (16,796)
 Interest expense - related parties                      (39,826)               (55,013)                (90,373)            (74,005)
 Gold consignment fee                                    (30,554)               (38,771)                (62,997)            (50,805)
 Interest and other income                                18,068                 34,844                  41,076             143,989
                                                     --------------------------------------------- --------------------- -----------
                                                          77,358                 43,471                (354,625)            652,778
                                                     --------------------------------------------- --------------------- -----------
Net earnings (loss) before income taxes                  429,958                455,278                  56,576           1,183,105
Income tax expense (benefit)                             145,400                154,900                  22,100             349,200
                                                     --------------------------------------------- -------------------- ------------
Net earnings (loss)                                   $  284,558          $     300,378             $    34,476         $   833,905
                                                     ============================================= =================== =============

Net earnings (loss) per share                         $    0.003          $       0.003             $     0.000         $     0.009
                                                     ============================================= ==================== ============

Weighted average shares outstanding (thousands)         98,008.1               96,084.4                97,636.4            95,618.1
                                                     ============================================= =================================

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





                                       4
<PAGE>

<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Stockholders' Equity
Six Months Ended January 31, 2002
(Unaudited)


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

Balance, August 1, 2001                   97,099,408    $ 9,710    $  9,098,284      $ (4,594)    $          -          $ 9,103,400
Common stock issued as part of
  purchase of Tandori, Inc.                  800,000         80         159,920             -                -              160,000
Common stock issued for services             625,000         62          74,938             -                -               75,000
Comprehensive income:
 Unrealized loss on available-for-sale
  securities, net                                  -          -               -             -         (161,650)            (161,650)
 Net earnings                                      -          -               -        34,476                -               34,476
                                        --------------------------------------------------------------------------------------------
Balance, January 31, 2002                 98,524,408    $ 9,852    $  9,333,142      $ 29,882     $   (161,650)         $ 9,211,226
                                        ============================================================================================

See accompanying notes to consolidated financial statements.

</TABLE>




                                       5
<PAGE>

<TABLE>
<CAPTION>


SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Cash Flows
Six Months Ended January 31, 2002 and 2001
(Unaudited)
<S>                                                                                  <C>                   <C>
                                                                                           2002                  2001
Cash flows from operating activities
Net earnings (loss)                                                                    $   34,476           $   833,905
Adjustments to reconcile net earnings to net cash provided
    by operating activities:
 Depreciation and amortization                                                             64,167               122,426
 Deferred income taxes                                                                     22,100               349,200
 Purchase of marketable equity securities                                                       -              (329,005)
 Unrealized (gain) loss on marketable equity securities                                   225,913              (650,395)
 Proceeds from sale of marketable securities                                              175,000                     -
 Common stock issued for services                                                          75,000                     -
 Gain on sale of assets                                                                         -                (7,054)
 Deferred revenue realized                                                                (31,295)                    -
 Changes in assets and liabilities:
  Accounts receivable                                                                    (963,032)             (318,542)
  Inventory                                                                              (480,468)           (1,157,339)
  Other assets                                                                           (103,091)             (135,536)
  Accounts payable and accrued expenses                                                   459,101              (690,808)
                                                                                      -------------------- ---------------------
Net cash provided by operating activities                                                (522,129)           (1,983,148)
                                                                                      -------------------- ---------------------

Cash flows provided by investing activities
 Capital expenditures                                                                    (149,086)              (32,604)
 Acquisition of HMS, net of cash acquired                                                       -            (2,817,872)
 Acquisition of Tandori, Inc., net of cash acquired                                      (299,650)                    -
 Acquisition of assets at wholesale location                                                    -              (105,000)
                                                                                      -------------------- ---------------------
Net cash provided by investing activities                                                (448,736)           (2,955,476)
                                                                                      -------------------- ---------------------


</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>

SGD Holdings, Ltd. and Subsidiaries

Condensed Consolidated Statement of Cash Flows, Continued
Six Months Ended January 31, 2002 and 2001
(Unaudited)
(Continued)

<S>                                                                                             <C>                   <C>
                                                                                                     2002                  2001

Cash flows provided by financing activities
 Proceeds from sales of common stock                                                                      -             1,567,500
 Loans collected (made)                                                                             500,000              (350,000)
 Loan proceeds                                                                                            -               480,235
 Repayment of notes payable and long-term debt                                                      (16,893)              (70,045)
 Loan proceeds - related party                                                                      288,000                     -
 Repayment of related party note                                                                   (625,000)                    -
 Increase (decrease) in amount due related parties                                                   29,270                 1,178

Net cash provided by financing activities                                                           175,377             1,628,868

Net increase in cash and cash equivalents                                                          (795,488)           (3,309,756)
Cash and cash equivalents, beginning of period                                                    2,399,898             5,969,201
                                                                                               --------------------- ---------------
Cash and cash equivalents, end of period                                                        $ 1,604,410           $ 2,659,445
                                                                                               ===================== ===============


Supplemental Disclosures of Cash Flow Information

Interest paid                                                                                      $ 16,418              $ 16,796
                                                                                                   =========             ========
Interest paid - related party                                                                      $ 90,373              $ 74,005
                                                                                                   =========             ========
Gold consignment fee paid                                                                          $ 62,997              $ 50,805
                                                                                                   =========             ========
Income taxes paid                                                                                  $      -              $      -
                                                                                                   =========             ========

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                                     $    60,799           $    62,376
Long-term debt retired with trade-in of transportation equipment                                $    27,365           $       -
Insurance financed                                                                              $    37,800           $       -

See accompanying notes to consolidated financial statements.

</TABLE>



                                       7
<PAGE>


SGD Holdings, Ltd.
Notes to Condensed Consolidated Financial Statements
Six Months Ended January 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.

(c)      Nature of Business
              SGD is now a holding company principally engaged in acquiring and
              developing jewelry related businesses. Silver is a company
              involved in both the wholesale and retail jewelry business,
              principally silver, with retail locations in the Houston area. The
              wholesale operation of Silver consists of both sales directly from
              its headquarters in Conroe, Texas, satellite locations in Dallas,
              Texas and from jewelry shows at locations throughout the south
              central United States. Jewelry now operates as an e-commerce
              solutions provider to the Company's clients by offering web
              hosting services and back office jewelry fulfillment services.

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

                                       8
<PAGE>

              Tandori installs and sells equipment under the LifeStyle
              Technologies(TM) name in both commercial and residential buildings
              for security, audio, video, lighting, and other current technology
              applications.

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

              Certain information and footnote disclosures normally included in
              financial statements prepared in accordance with generally
              accepted accounting principles have been condensed or omitted
              pursuant to such rules and regulations for interim reporting. The
              Company believes that the disclosures contained herein are
              adequate to make the information presented not misleading.
              However, these financial statements should be read in conjunction
              with the financial statements and notes thereto included in the
              Company's Annual Report for the period ended July 31, 2001, which
              is included in the Company's Form 10-KSB dated July 31, 2001 and
              filed November 13, 2001. The financial data for the interim
              periods presented may not necessarily reflect the results to be
              anticipated for the complete year. Certain reclassifications of
              the amounts presented for the comparative period have been made to
              conform to the current presentation.

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

              SFAS No. 142 addresses financial accounting and reporting for
              acquired goodwill and other intangible assets and supercedes APB
              Opinion No. 17, "Intangible Assets." It addresses how intangible
              assets that are acquired individually or with a group of other
              assets (but not those acquired in a business combination) should
              be accounted for in financial statements upon their acquisition.
              This Statement also addresses how goodwill and other intangible
              assets should be accounted for after they have been initially
              recognized in the financial statements. The provisions of this
              Statement are required to be applied starting with fiscal years
              beginning after December 15, 2001. Early application is permitted
              for entities with fiscal years beginning after March 15, 2001,
              provided that the first interim financial statements have not
              previously been issued. This Statement is required to be applied
              at the beginning of an entity's fiscal year and to be applied to
              all goodwill and other intangible assets recognized in its
              financial statements at that date. Impairment losses for goodwill
              and indefinite-lived intangible assets that arise due to the
              initial application of this Statement (resulting from a
              transitional impairment test) are to be reported as resulting from
              a change in accounting principle. The Company has elected to adopt
              this Statement effective August 1, 2001. The Company did not
              record an impairment loss as a result of the initial application
              of this Statement. Goodwill amortization expense during the six
              months ended January 31, 2001, would have been $85,936 less had
              the Statement been in effect during that period.

                                       9
<PAGE>


2.       Acquisition of Tandori, Inc.

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

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

         Estimated fair values:
         Assets acquired                                    $     163,743
         Liabilities assumed                                     (150,718)
         Franchise                                                446,975
                                                              -------------
         Purchase price                                           460,000
         Less cash acquired                                          (350)
         Less common stock issued                                (160,000)
                                                              -------------
         Net cash paid                                      $     299,650
                                                              =============

         The franchise located at Raleigh, North Carolina had been operated by
         the franchisor since its inception in January 2001. During the eight
         months ended August 31, 2001, this location had unaudited sales of
         $411,600 and an operating loss of $200,800.


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
         $13,200 during each of the six-month periods ended January 31, 2002 and
         2001.

         The Company had received loans from its principal shareholder. The
         balance owed was $32,656 at January 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 $48,450 during the six-month period ended
         January 31, 2002 and $32,300 during the six-month period ended January
         31, 2001 (owned by the Company for only four months during prior year
         period). HMS Leasing Company, LLC is owned by the president of HMS.

         HMS had advances to its president and companies controlled by him at
         January 31, 2002 in the amount of $28,267.

         Related party interest expense amounted to $90,373 and $74,005 for the
         six-month periods ended January 31, 2002 and 2001, respectively.
         Accrued interest payable to related parties amounted to $19,055 at
         January 31, 2002. See Note 7 for notes payable due related parties.

                                       10
<PAGE>


4.       Marketable Equity Securities

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

         Trading securities:
                  Cost                                         $   242,027
                  Unrealized gain (loss)                            14,060
                                                                -----------
                      Fair value                               $   256,087
                                                                ===========
         Available-for-sale securities:
                  Cost                                         $   429,550
                  Unrealized gain (loss)                          (244,950)
                                                              ------------
                      Fair value                               $   184,600
                                                               ===========

         The Company recognized an unrealized loss from trading securities in
         the amount of $225,913 during the six months ended January 31, 2002 and
         recognized an unrealized gain from trading securities during the six
         months ended January 31, 2001 in the amount of $650,395.

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

         Unrealized losses from available-for-sale securities included as a
         component of equity for the six months ended January 31, 2002 were as
         follows:

         Unrealized losses                                    $    (244,950)
         Deferred income taxes                                       83,300
                                                                -------------
         Accumulated other comprehensive income (loss)        $    (161,650)
                                                               ==============


5.       Inventories and gold consignment agreement

         Inventories at January 31, 2002 consist of:

         Gold jewelry                                          $   3,731,979
         Silver and other jewelry                                  2,133,321
         Electronic equipment and supplies                            47,126
                                                                -------------
                                                                   5,912,426
         Less consigned gold                                      (2,395,880)
                                                                --------------
              Net inventories                                  $   3,516,546
                                                                 =============

          HMS has a gold consignment agreement with a gold lender. Under the
          terms of the agreement, HMS is entitled to lease the lesser of an
          aggregate amount of 13,200 ounces, or an aggregate consigned gold
          value not to exceed $3,450,000. Title to such consigned gold remains
          with the gold lender until HMS purchases the gold. However, during the
          period of consignment, the entire risk of loss, damage or destruction
          of the gold is borne by HMS. The purchase price per ounce is based on
          the daily Second London Gold Fix. HMS pays the gold consignor a
          consignment fee based upon the dollar value of gold ounces
          outstanding, as defined in the agreement. At January 31, 2002, HMS had
          8,487 ounces of gold on consignment with a market value of $2,395,880.

          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



                                       11
<PAGE>


          SGD and its sister companies. At January 31, 2002 HMS had transactions
          with SGD and its sister companies as follows:

           Expenses paid on behalf of SGD                        $     288,600
           Product and services sold to sister companies               112,988
           Loans and advances                                          106,840
                                                                   -------------
                                                                       508,428
           HMS share of consolidated income taxes, due to SGD         (394,900)
           Management fee due SGD                                     (120,000)
                                                                   -------------
            HMS over (under) allowable amount                    $      (6,472)
                                                                   =============

          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 January 31, 2002.


6.       Long-term debt and notes payable

         Long-term debt and notes payable at January 31, 2002 consists of the
         following:

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

            Notes payable to companies in monthly installments;
            collateralized by transportation equipment                   83,231

            Financed insurance due in nine monthly payments              37,800

            Current installments of long-term debt and notes payable   (186,230)
                                                                       ---------

            Long-term debt less current installments                $    63,326
                                                                     ===========

                                       12
<PAGE>

7.       Notes payable due related parties

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

                  Note payable to the mother of the president of HMS; due on
                  February 15, 2002 with interest at the Paine Webber margin
                  interest rate, payable monthly                                                        $      55,153

                  Notes payable to the president of HMS Jewelry Company, Inc.,
                  due $625,000 on April 15,2002 and $1,250,000 on October 15,
                  2002, with interest payable monthly at 8%, collateralized by
                  the stock of HMS Jewelry Company, Inc.                                                    1,875,000

                  Notes payable to the brother of the principal share- holder of
                  the Company due on demand with interest at 12%, unsecured                                   288,000

                  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
                                                                                                        -------------
                                                                                                        $   2,268,153
                                                                                                        =============
</TABLE>

8.       Income Taxes

         Federal income tax expense for the six months ended January 31, 2002
         and 2001 consists of:

<TABLE>
<S>                                                           <C>             <C>
                                                                    2002            2001

                  Federal income taxes                          $         -    $         -
                  Deferred income tax expense (benefit)              22,100        349,200
                                                                -----------    -----------
                                                                $    22,100    $   349,200
                                                                ===========    -----------
</TABLE>
<TABLE>
<CAPTION>


         For the six months ended January 31, 2002 and 2001, actual income tax
         expense applicable to earnings before income taxes is reconciled with
         the "normally expected" federal income tax expense as follows:

                                                                           2002            2001
<S>                                                                 <C>             <C>

                  "Normally expected" income tax expense (benefit)    $     19,200    $   402,300
                  Change in valuation allowance                                  -        (54,000)
                  Other                                                      2,900            900
                                                                      ------------    -----------
                                                                      $     22,100    $   349,200
                                                                      ============    ===========



</TABLE>


                                       13
<PAGE>


         The deferred income tax assets and liabilities at January 31, 2002 are
         comprised of the following:

                                                          Current     Noncurrent
         Net operating loss carryforwards             $    20,200     $     -
         Allowance for bad debts                           25,600           -
         Asset basis                                          -          (9,200)
         Unrealized loss on trading securities             (4,800)       83,300
                                                     ------------    -----------

              Net deferred income tax assets         $    41,000     $   74,100
                                                      ===========     ==========


9.          Stock Options

         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 six months ended January 31, 2002.
<TABLE>
<CAPTION>

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

         Balance, July 31, 2001                      9,492,000             400,000        $       1.00
                                                     ---------         -----------        ------------

         Granted                                             -                   -                   -
         Exercised                                           -                   -                   -
         Cancelled                                           -                   -                   -
                                                      --------            --------        ------------

         Balance, January 31, 2002                   9,492,000             400,000        $       1.00
                                                     =========             =======        ============
</TABLE>

         Stock options are anti-dilutive at January 31, 2002 and accordingly are
         not included in the earnings per share calculation.




                                       14
<PAGE>


10.      Segment information

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

                                                                                Corporate
                                          Gold         Silver      LifeStyle    and other  Consolidated
<S>                                 <C>          <C>             <C>         <C>          <C>

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

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

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

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

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



                                       15
<PAGE>


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

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

         Effective October 1, 2000, the Company acquired, pursuant to an
         Agreement and Plan of Merger the operations and business of HMS, in
         exchange for $4,547,500 in cash (including $47,500 in legal and
         professional costs) and convertible promissory notes in the amount of
         $2,500,000. The transaction resulted in the merger of the business and
         operations of HMS Jewelry Co., Ltd., a Texas limited partnership and
         HMS Operating Company, a Texas corporation into a newly formed
         subsidiary of the Company, HMS Jewelry Company, Inc. HMS is a national
         jewelry wholesaler, specializing in 18K, 14K and 10K gold and platinum
         jewelry, with headquarters in Dallas, Texas. HMS markets its products
         to a network of over 30,000 retail jewelers, through a catalog and
         telephone ordering system and through its B2B online catalog
         http://www.HMSgold.com.

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


A.       LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital decreased from $5,799,546 at July 31,
         2001 to $4,337,742 at January 31, 2002. The decline in working capital
         of $1,461,804 includes $1,250,000 of debt to related parties which was
         non-current at July 31, 2001. The remaining net decline includes the
         $300,000 in working capital used in the acquisition of Tandori and the
         results of operations for the period.

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

                                       16
<PAGE>

B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the six months ended January 31, 2002
         sales increased $1,914,691 from $7,319,186 to $9,233,877 from the same
         year earlier period. The Company's sales may be summarized as follows
         for the six-month periods ended January 31, 2002 and 2001:

                                                      2002               2001

         Gold                                   $   7,090,606    $    5,828,394
         Silver:
           Wholesale                                1,053,486           889,999
           Retail                                     511,497           514,777
                                                 -------------    --------------
                                                    1,564,983         1,404,776
         Tandori                                      624,788                -
         Other                                             -             86,016
                                                 ------------     --------------
                                                    9,280,377         7,319,186
         Intersegment sales                           (46,500)               -
                                                  -------------    -------------
                                                $   9,233,877    $    7,319,186
                                                 =============    ==============

         Gold sales in the prior year period included the four months ended
         January 31, 2001, since that was the only period HMS was owned by the
         Company. On a pro forma basis, Gold sales during the six-month period
         ended January 31, 2001 were $7,774,787. Accordingly, Gold sales
         decreased 8.8% from the year earlier comparable period. Until September
         11, 2001, Gold sales were ahead of the comparable prior year period.
         The impact of the September 11 terrorist attacks resulted in
         substantially reduced sales for the remainder of the quarter.
         Comparatively, sales were 11.5% lower in the quarter ended October 31,
         2001 and 4.2% lower in the quarter ended January 31, 2002.

         Silver wholesale sales increased $163,487 (18.4%) from the year earlier
         period. Silver retail sales decreased $3,280 (0.6%) from the year
         earlier period.

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

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

         During the six months ended January 31, 2002, the Company's gross
         profit margin remained relatively stable with a decrease to 32.7% from
         33.5% in the year earlier period.




                                       17
<PAGE>


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - During the six months
         ended January 31, 2002, selling, general and administrative expense
         increased $605,281 (30.3%) from the same year earlier period. The
         following table summarizes the Company's selling, general and
         administrative expenses for the six-month periods ended January 31,
         2002 and 2001:

                                                     2002             2001

         Gold                                  $   1,113,635    $    1,068,670
         Silver                                      959,958           874,327
         Tandori                                     325,062                -
         Corporate and other                         205,979            56,356
                                                -------------    --------------
           Total                               $   2,604,634    $    1,999,353
                                                =============    ==============

         Gold operations are comparing six months in the current year period to
         only four months in the prior year period. A comparison of the current
         six month period to the six months ended January 31, 2001 on a proforma
         basis results in a decrease of $313,472 (21.3%) in Gold's selling,
         general and administrative expenses. The decline is primarily the
         result of the elimination of legal and professional costs from the
         acquisition in the prior year of $52,647; a reduction of $82,600 in
         amortization; a reduction in advertising expense of $119,798; a
         reduction in catalog costs of $29,449; a reduction in rent, net of an
         associated increase in real estate taxes of $78,861; an increase in
         salaries and wages of $85,751 and a net reduction in other costs of
         $35,868.

         Silver's selling, general and administrative costs increased $85,631 to
         $959,958 during the six-month period ended January 31, 2002 as compared
         to the year earlier amount of $874,327. Total labor costs, including
         taxes and benefits, increased $78,317; commissions increased $35,933;
         catalog expense increased $44,473; advertising expense decreased
         $25,074; operating supplies and consumables decreased $34,189; postage
         and delivery decreased $19,536; and all other costs increased $5,707,
         net.

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

         Corporate and other selling, general and administrative expense
         increased $149,623 during the six months ended January 31, 2002 as
         compared to the year earlier period. The increase consists of $75,000
         in compensation costs relating to the issue of common stock for
         services; an increase of $44,103 from compensation costs, automobile
         lease expense and travel expense which were included in Silver's
         operations in the prior year period; an increase of $16,526 for
         directors' and officers' liability insurance; an increase of $17,358
         for professional fees; a decrease in costs from other operations of
         $14,324; and an increase in other net costs of $10,960.

         INTEREST EXPENSE - Interest expense, related party and other, increased
         $15,990 during the six-month period ended January 31, 2002, as compared
         to the same year earlier period. The increase is primarily the result
         of the new related party debt from the acquisition of HMS in October
         2000.

         INTEREST AND OTHER INCOME - Interest and other income of the Company
         decreased during the six-month period ended January 31, 2002 from the
         same year earlier period to $41,076 from $143,989. The decrease is
         attributed to the higher average cash balances during the six-month
         period ended January 31, 2001, which were from the sale of common stock
         through exercise of stock options and warrants.

         UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company
         recognized an unrealized loss in the amount of $225,913 during the six
         months ended January 31, 2002, from its investment in marketable equity
         securities that have been classified as trading securities. During the
         year earlier period, the Company recognized an unrealized gain in the
         amount of $650,395.

                                       18
<PAGE>

         INCOME TAXES - The Company recorded income tax expense in the amount of
         $22,100 during the six month period ended January 31, 2002 and income
         tax expense in the amount of $349,200 during the year earlier period.
         The prior year expense was $54,000 less than the expected tax would
         have been as a result of the Company reversing the valuation allowance
         which it had previously recorded.


                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits - Not applicable
(b)      Reports on Form 8-K - Not applicable


                                    SIGNATURE

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

                                                     SGD HOLDINGS, LTD.



Date:    March 25, 2002        By:      /s/ James G. Gordon
                                        -----------------------------------
                                        James G. Gordon, President and
                                        Principal Accounting Officer


                                       19
<PAGE>