UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION      +-------------+
                              WASHINGTON D.C. 20549              | OMB Number  |
                                                                 | 3235-0058   |
                                  FORM 12b-25                    |  expires    |
                           NOTIFICATION OF LATE FILING           | 01/31/2005  |
                                                                 |             |
                                                                 | SEC File #  |
                                                                 |             |
                                                                 |   CUSIP #   |
                                                                 |             |
                                                                 +-------------+
(Check One)
[ ] Form 10-KSB   [ ] Form 20-F    [ ] Form 11-K    [X] Form 10-QSB
[ ] Form N-SAR

For Period Ended: October 31, 2004
                  ----------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________

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|Read Instruction (on back page) Before Preparing Form. Please Print or Type.  |
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| Nothing in this form shall be construed to imply that the Commission has     |
|              verified any information contained herein.                      |
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If the notification relates to a portion of the filing checked above, identify
              the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION


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Full Name of Registrant:

SGD Holdings, Ltd.
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Former Name if Applicable


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Address of Principal Executive Office (Street and Number)

4385 Sunbelt Drive
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City, State, Zip Code

Addison, Texas 75001
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PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

     (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;
     (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
XX       filed on or before the fifteenth calendar day following the prescribed
- --       due date; or the subject quarterly report of transition report on Form
         10-QSB, or portion thereof will be filed on or before the fifth
         calendar day following the prescribed due date; and
     (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
         has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.

The Registrant is unable to file the subject report in a timely manner because
the Registrant was not able to complete timely its financial statements without
unreasonable effort or expense.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification:

Terry Washburn                       972               248-0266
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     (Name)                       (Area Code)       (Telephone No.)

(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed?  If the
answer is no, identify report(s). [X]Yes  [ ]No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [ ] Yes  [X] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

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                               SGD Holdings, Ltd.
                     ------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: December 16, 2004                  By: /s/ Terry Washburn
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INSTRUCTION; The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. if the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.