U.S. SECURITIES AND EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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


                        For Quarter Ended: April 30, 2003


                         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 April 30, 2003 was 36,266,077.

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



                                       1
<PAGE>




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

Form 10-QSB Index

                                                                                                         Page No.
<S>                                                                                             <C>

Part I.                  Unaudited Financial Information

             Item 1.     Condensed Consolidated Balance Sheet -
                         April 30, 2003                                                                     3

                         Condensed Consolidated Statements of Operations -
                         Three Months Ended April 30, 2003 and 2002                                         4

                         Condensed Consolidated Statements of Operations -
                         Nine Months Ended April 30, 2003 and 2002                                          5

                         Condensed Consolidated Statements of Cash Flows -
                         Nine Months Ended April 30, 2003 and 2002                                          6

                         Notes to Condensed Consolidated Financial Statements -
                         Nine Months Ended April 30, 2003 and 2002                                         7-18

             Item 2.     Managements Discussion and Analysis of Financial
                         Condition and Results of Operations                                              19-26

             Item 3.     Controls and Procedures                                                            26

Part II.                 Other Information                                                                27-31

</TABLE>



                                       2
<PAGE>




SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Balance Sheet
April 30, 2003
(Unaudited)

ASSETS:
Current assets:
 Cash and cash equivalents ....................................   $    776,593
 Trade accounts receivable ....................................      1,890,187
 Marketable equity securities .................................          4,628
 Inventory ....................................................      3,547,691
 Due from related parties .....................................        175,985
 Deferred income taxes ........................................        297,000
 Prepaid expenses and other assets ............................        491,107
                                                                  ------------
  Total current assets ........................................      7,183,191
Property and equipment, net ...................................        576,740
Goodwill and other intangibles ................................      4,130,021
Marketable equity securities ..................................         49,700
Other assets ..................................................        109,292
                                                                  ------------
                                                                  $ 12,048,944
                                                                  ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
 Current installments of long-term debt and notes payable .....   $  1,343,558
 Notes payable - related parties ..............................      1,355,000
 Accounts payable .............................................      1,241,900
 Accrued expenses .............................................        123,917
 Due to related parties .......................................         38,637
                                                                  ------------
  Total current liabilities ...................................      4,103,012
Long-term debt less current installments ......................        124,301
Non-current note payable - related party  .....................        473,407

Commitments and contingencies

Stockholders' equity:
 Common stock, $.0001 par value; 200,000,000 shares authorized;
   36,266,077 shares issued and outstanding ...................          3,627
 Additional paid-in capital ...................................      9,810,868
 Accumulated deficit ..........................................     (2,215,621)
 Accumulated other comprehensive loss .........................       (250,650)
                                                                  ------------
   Total stockholders' equity .................................      7,348,224
                                                                  ------------
     Total liabilities and stockholders' equity ...............   $ 12,048,944
                                                                  ============

See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>



SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
Three Months Ended April 30, 2003 and 2002
(Unaudited)
<TABLE>
<CAPTION>


                                                            2003              2002

<S>                                                      <C>            <C>
Sales and revenues ...................................   $ 3,342,330    $ 3,424,456
Cost of sales ........................................     2,707,576      2,330,820
                                                         -----------    -----------
  Gross profit .......................................       634,754      1,093,636
Selling, general and administrative expense ..........     1,467,460      1,247,887
                                                         -----------    -----------
  Earnings (loss) from operations ....................      (832,706)      (154,251)

Other income (expense):
  Unrealized gain (loss) on marketable securities ....        (1,943)       (23,104)
  Interest expense ...................................       (50,690)        (1,921)
  Interest expense - related parties .................       (66,600)       (55,311)
  Gold consignment fee ...............................       (52,930)       (26,812)
  Interest and other income...........................         7,550           (930)
                                                         -----------    -----------
    Total other income (expense) .....................      (164,613)      (108,078)
                                                         -----------    -----------
Net earnings (loss) before income taxes ..............      (997,319)      (262,329)
Income tax expense (benefit) .........................       (54,800)       (88,300)
                                                         -----------    -----------
Net earnings (loss) ..................................   $  (942,519)   $  (174,029)
                                                         ===========    ===========


Net earnings (loss) per share, basic and fully diluted   $     (0.03)   $     (0.01)
                                                         ===========    ===========

Weighted average shares outstanding (thousands) ......      32,912.1       27,691.1
                                                         ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.




                                       4
<PAGE>




SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
Nine Months Ended April 30, 2003 and 2002
(Unaudited)
<TABLE>
<CAPTION>

                                                              2003           2002

<S>                                                      <C>             <C>
Sales and revenues ...................................   $ 14,991,677    $ 12,658,333
Cost of sales ........................................     11,092,716       8,548,862
                                                         ------------    ------------
  Gross profit .......................................      3,898,961       4,109,471
Selling, general and administrative expense ..........      4,498,402       3,852,521
                                                         ------------    ------------
  Earnings (loss) from operations ....................       (599,441)        256,950

Other income (expense):
  Unrealized gain (loss) on marketable securities              (7,407)       (249,017)
  Loss on sale of assets .............................        (51,015)           --
  Interest expense ...................................       (133,373)        (18,339)
  Interest expense - related parties .................       (118,600)       (145,684)
  Gold consignment fee ...............................       (143,825)        (89,809)
  Interest and other income ..........................         10,952          40,146
                                                         ------------    ------------
    Total other income (expense) .....................       (443,268)       (462,703)
                                                         ------------    ------------
Net earnings (loss) before income taxes ..............     (1,042,709)       (205,753)
Income tax expense (benefit) .........................        (67,100)        (66,200)
                                                         ------------    ------------
Net earnings (loss) ..................................   $   (975,609)   $   (139,553)
                                                         ============    ============

Net earnings (loss) per share, basic and fully diluted   $      (0.03)   $      (0.01)
                                                         ============    ============

Weighted average shares outstanding (thousands) ......       29,732.4        27,092.5
                                                         ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>





SGD HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
Nine Months Ended April 30, 2003 and 2002
(Unaudited)
<TABLE>
<CAPTION>

                                                                    2003            2002
<S>                                                            <C>            <C>
Cash flows used in operating activities:
Net earnings (loss) .........................................   $  (975,609)   $  (139,553)
Adjustments to reconcile net earnings to net cash provided by
  operating activities:
  Depreciation and amortization .............................       138,788        101,463
  Deferred income taxes .....................................       (67,100)       (66,200)
  Unrealized (gain) loss on marketable securities ...........         7,407        249,017
  Inventory write-down ......................................       250,000           --
  Proceeds from sale of marketable equity securities.........          --          175,000
  Common stock issued for services ..........................        50,000         75,000
  Deferred revenue realized.................................           --          (31,295)
  Changes in assets and liabilities:
    Accounts receivable .....................................      (255,807)      (716,800)
    Inventory ...............................................      (253,408)      (330,620)
    Other assets ............................................       130,618        (64,952)
    Accounts payable and accrued expenses ...................       (16,691)       543,384
                                                                -----------    -----------
      Net cash used in operating activities .................      (991,802)      (205,556)
                                                                -----------    -----------

Cash flows used in investing activities:
  Capital expenditures ......................................       (82,531)      (211,392)
  Acquisition of Tandori, Inc., net of cash acquired                   --         (449,650)
                                                                -----------    -----------
      Net cash used in investing activities .................       (82,531)      (661,042)
                                                                -----------    -----------

Cash flows provided by financing activities:

  Proceeds from sale of common stock ........................       200,000           --
  Collection of notes receivable                                       --          500,000
  Loan proceeds .............................................       315,545        835,000
  Repayment of long-term debt and notes payable .............       (32,764)       (33,543)
  Loan proceeds - related party .............................        55,000        444,455
  Repayment of related party notes                                     --       (1,305,153)
  Increase (decrease) in amount due related parties .........        (1,797)        15,270
                                                                -----------    -----------
      Net cash provided by financing activities .............       535,984        456,029
                                                                -----------    -----------
Net decrease in cash and cash equivalents ...................      (538,349)      (410,569)
Cash and cash equivalents, beginning of period ..............     1,314,942      2,399,898
                                                                -----------    -----------
Cash and cash equivalents, end of period ....................   $   776,593    $ 1,989,329
                                                                ===========    ===========

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




                                       6
<PAGE>


SGD HOLDINGS, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Nine Months Ended April 30, 2003 and 2002


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.


                                       7
<PAGE>


(c)      NATURE OF BUSINESS


              SGD is now a holding company principally engaged in acquiring and
              developing jewelry related businesses.

              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.

              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 warehouse in Spring, Texas and a satellite
              location in Dallas, Texas. Silver ceased its jewelry show
              operations in February 2003. Silver's corporate headquarters is in
              Grapevine, Texas.

              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.
              Tandori has locations in Raleigh, NC, Spring, TX and just opened a
              third location in Wilmington, NC.

              Jewelry is currently inactive.



         (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.






                                       8
<PAGE>



         (E) STOCK OPTIONS AND WARRANTS

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

              As of April 30, 2003, the Company had options outstanding to its
              three current directors and one former director, which vested on
              May 31, 2001, for 100,000 shares each. No options have been
              granted since that date; accordingly, there is no pro forma
              disclosure for the current period.

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



     (F)  RECENT ACCOUNTING PRONOUNCEMENTS

              In June 2002, the Financial Accounting Standards Board ("FASB")
              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. In
              fiscal 2003 the Company adopted this statement with no effect on
              our financial position or results of operations.

              In October 2002, the FASB issued Statement of Financial Accounting
              Standards No. 147, "Acquisition of Certain Financial
              Institutions." The adoption of SFAS 147 will not have any impact
              on our financial position or results of operations.

              In December 2002, the FASB issued Statement of Financial
              Accounting Standards No. 148, "Accounting for Stock-Based
              Compensation - Transition and Disclosure." This Statement amends
              FASB Statement No. 123, "Accounting for Stock-Based Compensation"
              to provide alternative methods of transition for a voluntary
              change to the fair value based method of accounting for
              stock-based employee compensation. In addition, this Statement
              amends the disclosure requirements of Statement 123 to require
              prominent disclosures in both annual and interim financial
              statements about the method of accounting for stock-based employee
              compensation and the effect of the method used on reported
              results. The Company adopted the provisions of this statement
              effective February 1, 2003 with no impact on our financial
              position or results of operations.

                                       9
<PAGE>

              Effective January 1, 2003, we adopted FASB Interpretation No.
              ("FIN") 45, "Guarantor's Accounting and Disclosure Requirements
              for Guarantees, Including Indirect Guarantees of Indebtedness of
              Others." FIN 45 elaborates on the disclosures that must be made by
              a guarantor in its interim and annual financial statements about
              its obligations under certain guarantees. It also clarifies that a
              guarantor is required to recognize, at the inception of a
              guarantee, a liability for the fair value of the obligation
              undertaken in issuing the guarantee. The adoption of this
              interpretation did not have a material effect on our financial
              position or results of operations. We have a guarantee under an
              operating lease amounting to $38,000 as of April 30, 2003, for the
              residual value of a vehicle at the end of its operating lease
              period. Based upon our expectation that the value of the leased
              asset at the end of the lease term will exceed the guaranteed
              amount, no accruals have been recognized for this guarantee.

              In January 2003, the FASB issued FIN 46, "Consolidation of
              Variable Interest Entities, an Interpretation of ARB No. 51." FIN
              46 requires a variable interest entity ("VIE") to be consolidated
              by the primary beneficiary of the entity under certain
              circumstances. FIN 46 is effective for all new VIE's created or
              acquired after January 31, 2003. For VIE's created or acquired
              prior to February 1, 2003, the provisions of FIN 46 must be
              applied for the first interim or annual period beginning after
              June 15, 2003. The Company does not expect adoption of this
              interpretation will have a material impact on its financial
              position or results of operations.

              In April 2003, the FASB issued SFAS 149, "Amendment of Statement
              133 on Derivative Instruments and Hedging Activities." This
              Statement amends and clarifies financial accounting and reporting
              for derivative instruments, including certain derivative
              instruments embedded in other contracts and for hedging activities
              under FASB Statement No. 133, "Accounting for Derivative
              Instruments and Hedging Activities." The Statement is effective
              for contracts entered into or modified after June 30, 2003 and is
              to be applied prospectively. The Company adopted this Statement on
              April 30, 2003 with no impact on its financial position or results
              of operations.

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

                                       10
<PAGE>


2.       RELATED PARTY TRANSACTIONS

     Silver leased its corporate headquarters from James G. Gordon ("Gordon"), a
     Director of the Company, at the rate of $2,200 per month through April 30,
     2003. Gordon locked Silver out of the building during April 2003 and forced
     Silver to file a voluntary petition under Chapter 11 of the Federal
     Bankruptcy Act. The rental paid amounted to $19,800 during each of the
     nine-month periods ended April 30, 2003 and 2002. Silver relocated from the
     facility owned by Gordon on April 30, 2003.

     Tandori sold product and services to Gordon in the amount of $12,310, of
     which $2,506 remains unpaid at April 30, 2003. The Company has other claims
     against Gordon which are discussed in Note 8.

     HMS leases its facility from HMS Leasing Company, LLC, at the rate of
     $8,075 per month pursuant to a lease agreement that expires on October 31,
     2010. This amounted to $72,675 during the nine-month periods ended April
     30, 2003 and 2002. HMS Leasing Company, LLC is owned by the president of
     HMS.

     HMS had advances to its president and companies controlled by him at April
     30, 2003 in the amount of $22,254.

     The Company has made net sales to Premier Concepts, Inc. ("Premier") of
     $85,554 during the nine months ended April 30, 2003 and has receivables
     from Premier of $151,225 at April 30, 2003. The Company owns 9.5% of the
     common stock of Premier at April 30, 2003, which is included in
     available-for-sale securities in Note 3. 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.

     During the quarter ended April 30, 2003 Silver consigned $17,789 of
     inventory to Premier and Premier consigned $13,064 of inventory to Silver.

     Related party interest expense amounted to $66,600 and $55,311 for the
     three-month periods ended April 30, 2003 and 2002, respectively, and
     amounted to $118,600 and $145,684 for the nine-month periods ended April
     30, 2003 and 2002, respectively. Accrued interest payable to related
     parties amounted to $38,637 at April 30, 2003. See Note 6 for details of
     notes payable aggregating $1,828,407 which are due to related parties.

     Effective October 28, 2002, James G. Gordon, the former President of Silver
     entered into a transaction with his sister-in-law whereby he sold the
     assets of one of the retail locations of Silver for cash proceeds of
     $30,645. The Company recorded a loss on the transaction of $51,015 and has
     filed suit to recover its loss. The action is currently stayed due to
     Silver filing a Voluntary Petition for Reorganization under Chapter 11 of
     Title 11 of the United States Code.




                                       11
<PAGE>



     Amounts due from related parties at April 30, 2003 may be summarized as
     follows:

          Premier Concepts, Inc. ........   $151,225
          Greg Gordon, Director .........      2,506
          Harry Schmidt, President of HMS     22,254
                                            --------
                                            $175,985

     Amounts due to related parties at April 30, 2003, excluding notes payable
     included in Note 6, of $38,637 is owed to G. David Gordon, the brother of
     Director James G. Gordon.

     The Company raised $200,000 in two private placement transactions through
     sale of a total of 4,000,000 shares of its common stock during the three
     months ended April 30, 2003 to existing shareholders of the Company.



3.       MARKETABLE EQUITY SECURITIES

     The following summarizes the Company's investments in securities at April
     30, 2003:

     Trading securities:

          Cost .................   $ 93,581
          Unrealized gain (loss)    (88,953)
                                   --------
              Fair value .......   $  4,628
                                   ========



     Available-for-sale securities (Premier Concepts, Inc.):

          Cost .................   $ 429,550
          Unrealized gain (loss)    (379,850)
                                   ---------
              Fair value .......   $  49,700
                                   =========

     The Company recognized an unrealized loss from trading securities in the
     amount of $1,943 and $7,407 during the three and nine month periods ended
     April 30, 2003, respectively. The Company recognized an unrealized loss
     from trading securities in the amount of $23,104 and $249,017 during the
     three month and nine month periods ended April 30, 2002.

     Unrealized losses from available-for-sale securities included, as a
     component of equity, as of April 30, 2003 were as follows:



          Unrealized losses ...........................   $(379,850)
          Deferred income taxes .......................     129,200
                                                          ---------
          Accumulated other comprehensive income (loss)   $(250,650)
                                                          =========








                                       12
<PAGE>



4.       INVENTORIES AND GOLD CONSIGNMENT AGREEMENT


     Inventories at April 30, 2003 consist of:



               Gold jewelry ....................   $ 6,863,113
               Silver and other jewelry ........       911,436
               Electronic equipment and supplies       125,636
                                                   -----------
                                                     7,900,185
               Less consigned gold .............    (4,352,494)
                                                   -----------
                    Net inventories ............   $ 3,547,691
                                                   ===========



          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 April 30, 2003, HMS had
          12,925 ounces of gold on consignment with a market value of $4,352,494
          ($336.75 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 related companies. At April 30, 2003
          HMS had transactions and balances with SGD and its sister companies as
          follows:

               Expenses paid on behalf of SGD ...................   $ 456,100
               Product and services sold to sister companies ....     113,079
               Loans and advances ...............................     114,046
                                                                    ---------
                                                                      683,225
               HMS share of consolidated income taxes, due to SGD    (461,900)
               Management fee due SGD ...........................    (232,500)
                                                                    ---------
                 HMS over (under) allowable amount ..............   $ (11,175)
                                                                    =========

          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%. At April 30, 2003, HMS did not have an
          advance on this line of credit. The $551,000 balance on the line of
          credit at January 31, 2003 was repaid during the current quarter.

                                       13
<PAGE>

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

          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.


5.       LONG-TERM DEBT AND NOTES PAYABLE

     Long-term debt and notes payable at April 30, 2003 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 G. David
                        Gordon, a shareholder and the brother of a Director of SGD ...       300,000


                        Notes payable to companies in monthly installments;
                        collateralized with transportation equipment .................        88,859

                        Note payable to company due July 30, 2003 with interest at
                        5.8% payable monthly; collateralized by stock of HMS;
                        guaranteed by G. David Gordon, the brother of a Director of
                        the Company                                                          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 ..............    (1,343,558)
                                                                                         -----------

               Long-term debt less current installments ..............................   $   124,301
                                                                                         ============
</TABLE>



                                       14
<PAGE>



6.       NOTES PAYABLE DUE RELATED PARTIES

     Notes payable due related parties at April 30, 2003 consist of the
     following:
<TABLE>
<S>                                                                            <C>

               Notes payable to the president of HMS Jewelry Company, Inc.;
               due August 1, 2003, with interest payable monthly at 8%;
               collateralized by the stock of HMS Jewelry Company, Inc.;
               convertible into common stock of the Company at $.05 per share
               with anti-dilution rights ....................................   $ 1,050,000

               Notes payable to G. David Gordon, a shareholder and the
               brother of a Director; due August 1, 2003, with interest
               payable monthly at 8%; collateralized by the stock of HMS
               Jewelry Company, Inc.; convertible into common stock of the
               Company at $.05 per share with anti-dilution rights ..........       200,000

               Notes payable to G. David Gordon, a shareholder and the
               brother of a Director of the Company; due on August 1, 2004
               with interest at 12%, unsecured ..............................       473,407

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

               Notes payable to G. David Gordon, a shareholder and the
               brother of a Director of the Company; due on demand with
               interest at 8%; unsecured; convertible into common stock of
               the Company at $.05 per share with anti-dilution rights ......        55,000

               Less current notes payable ...................................    (1,355,000)
                                                                                -----------

               Non-current note payable ....................................   $   473,407
                                                                                ===========
</TABLE>


                                       15
<PAGE>

     During January 2003 SGD obtained the guaranty to cure the default of the
     covenants on the note payable in the amount of $835,000. G. David Gordon,
     the guarantor of the $835,000 loan, who is the brother of a Director of the
     Company, received 500,000 shares of the common stock of the Company as a
     guaranty fee. The shares have anti-dilution rights and the transaction was
     valued at $.05 per share, the closing price of the common stock on January
     29, 2003. The $25,000 will be amortized over the remaining term of the
     loan.

     In addition, 1,100,000 shares of the common stock of the Company were
     issued as a fee to replace the $1,250,000 loan due to the President of HMS,
     which was due October 15, 2002 with two new loans in the amounts of
     $1,050,000 payable to the President of HMS and $200,000 payable to G. David
     Gordon, who advanced the funds to repay this portion of the original note,
     which are both due August 1, 2003. The shares have anti-dilutive rights and
     the related $55,000 valuation (based upon the $.05 closing price of the
     common stock on January 29, 2003) will be amortized over the remaining term
     of the two new loans. The two new loans are also convertible into common
     stock of the Company at $.05 per share with anti-dilutive rights.

     The Company issued 1,500,000 common shares, with anti-dilution rights, in
     March 2003 to G. David Gordon, the brother of a Director of the Company, in
     exchange for his personal guaranty of the HMS gold consignment obligation
     and the related working capital loan. The $75,000 fee, based upon the
     closing price of the common stock, will be amortized over the twelve month
     period of the guaranty.




                                       16
<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 nine-month period
     ended April 30, 2003, 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 ..   $ 10,908    $  1,394    $  2,690    $   --      $ 14,992

  Intersegment ........       --          --          --          --

Earnings (loss)

  from operations .....        782        (651)       (434)       (296)       (599)

Unrealized (loss) on

  marketable securities       --          --          --            (7)         (7)

Other, net ............       (211)        (66)        (78)        (82)       (437)

Deferred income tax

  (expense) benefit ...       (196)         75         113          75          67
                          --------    --------    --------    --------    --------

Net earnings (loss) ...   $    375    $   (642)   $   (399)   $   (310)   $   (976)
                          ========    ========    ========    ========    ========

Assets ................   $  8,620    $  1,203    $  1,542    $    684    $ 12,049
                          ========    ========    ========    ========    ========
</TABLE>



     For the nine-month period ended April 30, 2002, the Company operated in the
following segments (amounts in thousands):
<TABLE>
<CAPTION>

                                                            Corporate

                             Gold       Silver    LifeStyle  and other  Consolidated

     Revenues:

<S>                       <C>         <C>         <C>         <C>         <C>
  External customers ..   $  9,377    $  2,111    $  1,170    $   --      $ 12,658

  Intersegment ........   $     22        --          --          --      $     22

Earnings (loss)

  from operations .....   $  1,004    $   (276)   $   (201)   $   (270)   $    257

Unrealized (loss) on

  marketable securities       --          --          --          (249)       (249)

Other, net ............       (159)        (17)         (8)        (30)       (214)

Deferred income tax

  (expense) benefit ...       (289)         98          71         186          66
                          --------    --------    --------    --------    --------

Net earnings (loss) ...   $    556    $   (195)   $   (138)   $   (363)   $   (140)
                          ========    ========    ========    ========    ========

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

                                       17
<PAGE>





     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.


8.       LEGAL MATTERS


     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
     Silver Board of Directors and two of the SGD Directors were appointed to
     the Board of Directors of Silver. At a meeting of the Board of Directors of
     Silver, Gordon, his wife, Lisa Gordon and the General Manager of Sivler
     were terminated. Terry Washburn was appointed as the new President of
     Silver.

     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 Silver. Thereafter Gordon utilized a
     portion of SGD's funds for his and his family's personal use and enjoyment,
     his personal financial gain and for unauthorized transactions on Silver's
     behalf. SGD 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. SGD
     dismissed its claim against Gordon as it determined the cost would exceed
     any benefit and the funds it saved could be used to pay creditors of the
     Company.

     On January 3, 2003 James G. Gordon and Lisa K. Gordon ("Plaintiffs") filed
     a petition in the District Court of Montgomery County, Texas, Cause No.
     03-01-00006-CV against SGD Holdings, Ltd., G. David Gordon and David Covey.
     G. David Gordon is the brother of James G. Gordon and David Covey is
     president of Tandori, Inc., a wholly owned subsidiary of SGD. Plaintiffs,
     in their claim asserted against SGD, are seeking to declare the one for six
     stock split, which occurred in September 1999, void. If declared void, they
     claim they would presently own 75,000,000 shares of SGD instead of
     11,250,000 shares of SGD as currently reported by the Company.

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

     On April 23, 2003, SGD's wholly owned subsidiary, Con-Tex Silver Imports,
     Inc. filed a Voluntary Petition for Reorganization under Chapter 11 of
     Title 11 of the United States Code in the United States Bankruptcy Court
     for the Northern District of Texas, Fort Worth Division, Case No.
     03-43783-DML-11. The reorganization filing was necessitated as a result of
     James G. Gordon, a Director and former President of SGD, locking Silver
     employees out of the office and warehouse premises which he owned and
     leased to Silver, which prevented Silver from operating.

                                       18
<PAGE>

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







                                       19
<PAGE>



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



     From time to time, the Company may publish forward-looking statements
     relative to such matters as anticipated financial performance, business
     prospects, technological developments and similar matters. The Private
     Securities Litigation Reform Act of 1995 provides a safe harbor for
     forward-looking statements. All statements other than statements of
     historical fact included in this section or elsewhere in this report are,
     or may be deemed to be, forward-looking statements within the meaning of
     Section 27A of the Securities Act of 1933 and Section 21E of the Exchange
     Act of 1934. Important factors that could cause actual results to differ
     materially from those discussed in such forward-looking statements include:
     1. General economic factors including, but not limited to, changes in
     interest rates, trends in disposable income; 2. Information and
     technological advances; 3. Cost of products sold; 4. Competition; 5. Legal
     issues; and 6. Success of marketing, advertising and promotional campaigns.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital decreased from $3,630,930 at July 31, 2002 to
     $3,080,179 at April 30, 2003. The decrease in working capital of $550,751
     consists of a decrease in current assets of $209,049 plus an increase in
     current liabilities of $341,702. The major items of the decrease in current
     assets consisted of an increase in accounts receivable of $255,807 and a
     decrease in cash of $538,349. The major increase in current liabilities was
     from a net increase in current installments of long-term debt and notes
     payable of $317,716. The decline in working capital is primarily due to the
     losses incurred during the current quarter.

     The Company is currently budgeting $20,000 for capital expenditures for the
     remainder of fiscal 2003 for miscellaneous computer and other equipment.
     The Company plans to use cash for the acquisitions.

     The Company raised $200,000 in two private placement transactions through
     sale of a total of 4,000,000 shares of its common stock during the three
     months ended April 30, 2003 to existing shareholders of the Company.

     Silver is past due on one note payable to a bank in the amount of $144,000,
     which they had planned to attempt to extend. As a result of actions taken
     by James G. Gordon in locking Silver out of its warehouse facility, Silver
     was forced to file a voluntary petition for reorganization under Chapter 11
     in U.S. Bankruptcy Court.

     During January 2003 SGD obtained the guaranty to cure the default of the
     covenants on the note payable in the amount of $835,000. G. David Gordon,
     the guarantor of the $835,000 loan, who is the brother of a Director of the
     Company, received 500,000 shares of the common stock of the Company as a
     guaranty fee. The shares have anti-dilution rights and the transaction was
     valued at $.05 per share, the closing price of the common stock on January
     29, 2003. The $25,000 will be amortized over the remaining term of the
     loan.

                                       20
<PAGE>

     In addition, 1,100,000 shares of the common stock of the Company were
     issued as a fee to replace the $1,250,000 loan due to the President of HMS,
     which was due October 15, 2002 with two new loans in the amounts of
     $1,050,000 payable to the President of HMS and $200,000 payable to G. David
     Gordon, who advanced the funds to repay this portion of the original note,
     which are both due August 1, 2003. The shares have anti-dilutive rights and
     the related $55,000 valuation (based upon the $.05 closing price of the
     common stock on January 29, 2003) will be amortized over the remaining term
     of the two new loans. The two new loans are also convertible into common
     stock of the Company at $.05 per share with anti-dilutive rights.

     The Company issued 1,500,000 common shares, with anti-dilution rights, in
     March 2003 to G. David Gordon, the brother of a Director of the Company, in
     exchange for his personal guaranty of the HMS gold consignment obligation
     and the related working capital loan. The $75,000 fee, based upon the
     closing price of the common stock, will be amortized over the twelve month
     period of the guaranty.



RESULTS OF OPERATIONS


                             SALES AND COST OF SALES



     THREE months ended APRIL 30, 2003 aND APRIL 30, 2002

     The Company's sales may be summarized as follows for the three-month
     periods ended April 30, 2003 and 2002:

                          2003           2002

          Gold ......   $2,264,293   $2,333,266

          Silver:
            Wholesale      119,449      350,772
            Retail ..      155,716      195,126
                        ----------   ----------
                           275,165      545,898
          Tandori ...      802,872      545,292
                        ----------   ----------
                        $3,342,330   $ ,424,456
                        ==========   ==========



     Total sales have decreased $82,126 (2.4%) during the three month period
     ended April 30, 2003, as compared to the same prior year period.



     Gold sales decreased $68,973 (3.0%) during the three months ended April 30,
     2003 as compared to the year earlier period. The Second London Gold Fix was
     $336.75 per ounce on April 30, 2003 as compared to $367.50 per ounce on
     January 31, 2003, the beginning of the current year quarter. The Second
     London Gold Fix was $308.20 per ounce on April 30, 2002 as compared to
     $282.30 per ounce on January 31, 2002. Sales volumes were down
     substantially during the current quarter, more than countering the
     approximate 19% average increase in gold price. The decline in volume sold
     is attributed to lower consumer spending due to the war in Iraq and the
     general state of the economy.

                                       21
<PAGE>



     Silver sales decreased $270,733 (49.6%) during the three months ended April
     30, 2003 as compared to the year earlier period. Wholesale sales declined
     $231,323 (65.9%) and retail sales declined $39,410 (20.2%) during the
     period. All upper management of Silver was terminated during December 2002.
     The Company ceased its show operations during the current quarter and has
     reduced its emphasis on its unprofitable wholesale operations. During April
     2003, James G. Gordon, a Director of the Company and the owner of the
     building which Silver had been using for its principal corporate office and
     the center of its wholesale operations locked Silver's employees out of the
     premises. As a result of Gordon's actions, Silver filed a Voluntary
     Petition for Reorganization under Chapter 11 of Title 11 of the United
     States Code, and relocated its operations by April 30, 2003. Silver lost
     substantial business as a result of the actions of Gordon and will evaluate
     their claims against him.



     Tandori sales increased $257,580 (47.2%) during the three months ended
     April 30, 2003 as compared to the year earlier period. Sales include
     $560,881 and $505,636 at the Raleigh, North Carolina location and $241,991
     and $39,656 from the location in Spring, Texas during the three month
     periods ended April 30, 2003 and 2002, respectively. The Spring location
     added a new builder during the middle of February 2003 and expects to have
     substantially higher sales during the next quarter.



     NINE months ended APRIL 30, 2003 and APRIL 30, 2002

     The Company's sales may be summarized as follows for the nine-month periods
     ended April 30, 2003 and 2002:

                                    2003           2002
          Gold .............   $ 10,907,808   $  9,399,072
          Silver:
            Wholesale ......        810,661      1,404,258
            Retail .........        583,715        706,623
                               ------------   ------------
                                  1,394,376      2,110,881
          Tandori ..........      2,689,493      1,170,080
                               ------------   ------------
                                 14,991,677     12,680,033
          Intersegment sales           --          (21,700)
                               ------------   ------------
                               $ 14,991,677   $ 12,658,333
                               ============   ============



     Total sales have increased $2,333,344 (18.4%) during the nine-month period
     ended April 30, 2003, as compared to the same prior year period.


                                       22
<PAGE>


     Gold sales have increased $1,508,736 (16%) from the year earlier period.
     The increase is attributed to the new catalog which was distributed during
     the late spring and the higher gold prices. The Second London Gold Fix was
     $336.75 on April 30, 2003, $367.50 on January 31, 2003, $316.55 on October
     31, 2002 and $304.65 on July 31, 2002, an increase of 10.5% over the
     period.



     Silver sales decreased $716,505 (34%) during the nine months ended April
     30, 2003 as compared to the same year earlier period. This amount included
     $593,597 from wholesale sales and $122,908 from retail sales. The
     continuing decline in sales contributed to the Company's decision to
     terminate all upper management in December 2002. The Company closed its
     jewelry show operations, has reduces its emphasis on wholesale operations
     and is attempting to obtain new merchandise for its retail stores. The
     additional costs associated with operating in bankruptcy will impact
     Silver's ability to obtain sufficient new merchandise to improve sales.



     Tandori sales increased $1,519,413 (130%) from the year earlier period. The
     prior year period included only one location for eight months and one
     location for its first three months, whereas the current year period
     includes both locations for the full nine-month period. Sales from the
     Raleigh, North Carolina location accounted for 73% of the total while the
     new location in Spring, Texas, which became fully operational during
     January 2002, accounted for the remainder. The weather resulted in the
     Raleigh location missing about 20% of their work days during the second
     quarter of the current year, which resulted in sales being lower that might
     have been otherwise expected.



     COST OF GOODS SOLD

     During the nine months ended April 30, 2003, gold had a gross profit of
     24.7%; Silver had a gross profit of 38.8%; and Tandori had a gross profit
     of 24.6% for a combined gross profit of 26.0%. This compares to gross
     profit of: Gold - 28.2%; Silver - 52.4%; Tandori - 30.8%; and combined -
     32.5% 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. Silver's gross
     profit would have been 56.7% except for an inventory reserve which was
     recorded during the last quarter in the amount of $250,000. The higher
     gross profit would be expected since retail sales are a higher percentage
     of total sales, 41.9% in fiscal 2003 as compared to 33.5% in fiscal 2002.
     The additional reserve was recorded to provide for additional expected
     obsolescence of the inventory and to provide for potential missing
     inventory when Con-Tex employees were locked out of the facility owned by
     James G. Gordon. 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 high voltage electrical division has only
     nominal costs which are not included in cost of sales and accordingly has a
     lower gross profit margin.






                                       23
<PAGE>



     SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     THREE months ended APRIL 30, 2003 and aPRIL 30, 2002

      The following table summarizes the Company's selling, general and
     administrative expenses ("SGA") for the three-month periods ended April 30,
     2003 and 2002:



                                    2003         2002


          Gold ..............   $  597,998   $  526,292
          Silver ............      407,382      421,061
          Tandori ...........      354,642      235,946
          Corporate and other      107,438       64,588
                                ----------   ----------
            Total ...........   $1,467,460   $1,247,887
                                ==========   ==========



     Combined SGA for the quarter ended April 30, 2003 increased $219,573
     (17.6%). Gold's SGA increased 13.6%, Silver's SGA decreased 3.2%, Tandori's
     SGA increased 50.3% and corporate SGA increased 66.3%. Gold's SGA increase
     is consistent with the year-to-date sales increase of 16%. Silver's SGA
     decrease would have been approximately 14% below last year except for
     $50,941 in legal and professional costs associated with lawsuits initiated
     by James G. Gordon and the bankruptcy filing on April 23, 2003. The Tandori
     increase is higher primarily due to having only one operating location
     during most of the prior year period while operating two locations in the
     current period. SGD's increase is also associated primarily with legal fees
     in the James G. Gordon matters.



     NINE months ended APRIL 30, 2003 and APRIL 30, 2002

     The following table summarizes the Company's selling, general and
     administrative expenses for the nine-month periods ended April 30, 2003 and
     2002:



                                   2003          2002


          Gold ..............   $1,914,691   $1,639,927
          Silver ............    1,191,981    1,381,019
          Tandori ...........    1,095,687      561,008
          Corporate and other      296,043      270,567
                                ----------   ----------
            Total ...........   $4,498,402   $3,852,521
                                ==========   ==========



     Gold's SGA increased $274,764 (17%) from the prior year period. The major
     cost increases included salaries of $54,582; catalog costs of $86,767;
     freight of $46,769; and commissions of $29,407. Advertising costs declined
     $13,266. The increase in SGA is consistent with the sales increase.

                                       24
<PAGE>

     Silver's SGA decreased $189,038 from the prior year period. The major
     components of the decline were: payroll decrease of $158,242; commission
     decrease of $57,562; rent increase of $24,446; and an increase in legal and
     professional costs of $66,234.

     Tandori's SGA increased $534,679 from the prior year period. The major
     reason for the increase is operating one location during the prior year
     period for only eight months and one location for three months as compared
     to operating two locations for nine 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 and legal and
     professional costs. The increase is associated with legal fees relating to
     the James G. Gordon matters.



     INTEREST EXPENSE AND GOLD CONSIGNMENT FEE - Interest expense increased
     $48,769 and $115,034 during the three and nine month periods ended April
     30, 2003, respectively, as compared to the prior year periods. Related
     party interest expense increased $11,289 and decreased $27,084,
     respectively, during the same periods. At April 30, 2003 there was
     $1,828,407 in related party notes payable outstanding and $1,467,859 in
     other notes payable outstanding. At April 30, 2002 there was $1,744,455 in
     related party notes payable outstanding and $1,167,907 in other notes
     payable outstanding. The increase in other notes payable resulted in an
     increase in other interest expense. Amortization of loan fees for extension
     of related party notes has caused the current quarter related party
     interest to exceed the prior year amount. The renewals were done in January
     2003; accordingly, the increase only impacted the current quarter.

     The gold consignment fee increased $26,118 and $54,016 during the three and
     nine month periods ended April 30, 2003, respectively, as compared to the
     prior year periods. The increase is due to having higher balances on the
     gold consignment facility as a result of increases in the gold price and
     increases in the number of ounces of gold on consignment. At April 30, 2003
     HMS had 12,925 ounces of gold on consignment with a related consignment
     obligation of 4,352,494 ($336.75 per ounce). At April 30, 2002 HMS had
     9,632 ounces of gold on consignment with a related consignment obligation
     of $2,968,582 ($308.20 per ounce). Accordingly, the increase is a result of
     the 34% increase in the quantity of gold on consignment coupled with the 9%
     increase in the price of gold.

     INTEREST AND OTHER INCOME - Interest and other income of the Company
     decreased during the nine month period ended April 30, 2003 from the same
     year earlier period. The decrease is attributed to the higher average
     interest-bearing cash balances during the prior year period.

     UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company recognized an
     unrealized loss in the amount of $1,943 and $7,407 during the three and
     nine month periods ended April 30, 2003, respectively, from its investment
     in marketable equity securities that have been classified as trading
     securities. During the three and nine month periods ended April 30, 2002
     the Company recognized a loss of $23,104 and $249,017, respectively.

     LOSS ON SALE OF ASSETS - Effective October 28, 2002, James G. Gordon, 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 has filed suit to recover their loss. The action is currently
     stayed due to Con-Tex filing a Voluntary Petition for Reorganization under
     Chapter 11 of Title 11 of the United States Code.

                                       25
<PAGE>

     INCOME TAXES - The Company recorded income tax benefits in the amounts of
     $54,800 and $67,100 during the three and nine month periods ended April 30,
     2003, respectively. The Company recorded income tax benefits in the amounts
     of $88,300 and $66,200 during the three and nine month periods ended April
     30, 2002, respectively. The Company has recorded a reserve against the
     expected benefit from their net operating losses due to uncertainty of
     realization.



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.





                                       26
<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 Silver.
     Thereafter Gordon utilized a portion of SGD's funds for his and his
     family's personal use and enjoyment, his personal financial gain and for
     unauthorized transactions on Silver's behalf. SGD 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. SGD dismissed its claim against
     Gordon as it determined the cost would exceed any benefit and the funds it
     saved could be used to pay creditors of the Company.

     On January 3, 2003 James G. Gordon and Lisa K. Gordon ("Plaintiffs") filed
     a petition in the District Court of Montgomery County, Texas, Cause No.
     03-01-00006-CV against SGD Holdings, Ltd., G. David Gordon and David Covey.
     G. David Gordon is the brother of James G. Gordon and David Covey is
     president of Tandori, Inc., a wholly owned subsidiary of SGD. Plaintiffs,
     in their claim asserted against SGD, are seeking to declare the one for six
     stock split, which occurred in September 1999, void. If declared void, they
     claim they would presently own 75,000,000 shares of SGD instead of
     11,250,000 shares of SGD as currently reported by the Company.

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

     On April 23, 2003, SGD's wholly owned subsidiary, Con-Tex Silver Imports,
     Inc. filed a Voluntary Petition for Reorganization under Chapter 11 of
     Title 11 of the United States Code in the United States Bankruptcy Court
     for the Northern District of Texas, Fort Worth Division, Case No.
     03-43783-DML-11. The reorganization filing was necessitated as a result of
     James G. Gordon, a Director and former President of SGD, locking Silver
     employees out of the office and warehouse premises which he owned and
     leased to Silver, which prevented Silver from operating.

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

                                       27
<PAGE>


ITEM 2.  CHANGES IN SECURITIES



     During the three months ended April 30, 2003, the Company issued 1,500,000
     shares of its $.0001 par value common stock in exchange for obtaining a
     personal guaranty for a Company obligation. The issue was valued at $.05
     per share, the closing stock price on the date of the agreement. The small
     business issuer claimed exemption from registration based upon Section 4(2)
     of the Securities and Exchange Act of 1933.



     During the three months ended April 30, 2003, the Company sold 4,000,000
     shares of its $.0001 par value common stock for $200,000 in cash in private
     transactions. The small business issuer claimed exemption from registration
     based upon Section 4(2) of the Securities and Exchange Act of 1933.



ITEM 5.  OTHER INFORMATION


     (a) The Company does not currently employ a Chief Financial Officer.

     (b) Richard T. Clark joined the Board of Directors on June 24, 2003,
     filling a vacancy created in 2002 when William Dark resigned.



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

                  On May 8, 2003 the Company filed its Form 8-K to disclose that
                  on April 23, 2003, its wholly owned subsidiary, Con-Tex Silver
                  Imports, Inc. had filed a Voluntary Petition for
                  Reorganization under Chapter 11 of Title 11 of the United
                  States Code in the United States Bankruptcy Court for the
                  Northern District of Texas, Fort Worth Division, Case No.
                  03-43783-DML-11. The reorganization filing was necessitated as
                  a result of James G. Gordon, a Director and former President
                  of SGD, locking Con-Tex employees out of the office and
                  warehouse premises which he owned and leased to Con-Tex, which
                  prevented Con-Tex from operating.

                                       28
<PAGE>

                  On June 16, 2003 the Company filed its Form 8-K to disclose
                  that on June 10, 2003 they had dismissed their former
                  principal accountant, Stephen P. Higgins, CPA and engaged
                  Guest & Company, P.C., Certified Public Accountants, as its
                  principal accountants. The decision to change accountants was
                  approved by the Board of Directors. There were no
                  disagreements with the former accountants on any matter of
                  accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements, if not resolved to the satisfaction of the
                  former accountants would have caused them to make reference in
                  connection with their report to the subject matter of the
                  disagreements.


                                    SIGNATURE

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



                                                     SGD HOLDINGS, LTD.





Date:    June 26, 2003           By:      /s/ Terry Washburn
                                         -----------------------
                                         Terry Washburn, President, Acting CEO
                                         and Principal Accounting Officer






                                       29
<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.


June 26, 2003                                 /s/ Terry Washburn
                                              -------------------
                                              Terry Washburn
                                              President and Acting CEO




                                       30
<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
                           April 30, 2003 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:    June 26, 2003      By:      /s/Terry Washburn
                                                       -----------------
                                                       Terry Washburn
                                                       President and Acting CEO