EXHIBIT 32

      SGD HOLDINGS, LTD. FORM 10-QSB FOR THE QUARTER ENDED OCTOBER 31, 2004
      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                  PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry Washburn, certify that

1.   I am the President and Acting Chief Executive Officer of SGD Holdings, Ltd.

2.   Attached to this certification is Form 10-QSB for the quarter ended October
     31, 2004, a periodic report (the "periodic report") filed by the issuer
     with the Securities Exchange Commission pursuant to Section 13(a) or 15(d)
     of the Securities and Exchange Act of 1934 (the "Exchange Act"), which
     contains financial statements.

3.   I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002, that

     o    The periodic report containing the financial statements fully complies
          with the requirements of Section 13(a) or 15(d) of the Exchange Act,
          and

     o    The information in the periodic report fairly presents, in all
          material respects, the financial condition and results of operations
          of the issuer for the periods presented.


December 17, 2004                          /s/ Terry Washburn
                                           --------------------------
                                           Terry Washburn
                                           President and Acting CEO
                                           (and equivalent of CFO)

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by SGD Holdings, Ltd. and furnished
to the Securities and Exchange Commission or its staff upon request.

This certification will not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liability of that
section. This certification will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934 even if the document with which it is submitted to the Securities and
Exchange Commission is so incorporated by reference.