SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - July 8, 2005
SGD Holdings, Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 0-29671 13-3986493
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
4385 Sunbelt Drive, Addison, Texas 75001
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(Address of principal executive offices, including zip code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 8, 2005, the Company dismissed its former principal accountant, Guest &
Company, P.C. ("Guest"), Certified Public Accountants, of Tulsa, Oklahoma and
engaged Creason & Associates, P.L.L.C. ("Creason"), Certified Public
Accountants, of Tulsa, Oklahoma, as its principal accountants. The decision to
change accountants was approved by a majority of the Board of Directors of the
Company and was required due to the purchase of Guest by Creason.
During the fiscal year ended July 31, 2004 and the subsequent interim periods
until the change, there were no disagreements with the former accountant 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 would have caused him to make reference in connection
with his report to the subject matter of the disagreement, and Guest has not
advised the Company of any reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The accountant's report of Guest as of and for the year ended July 31, 2004, did
not contain any adverse opinion or disclaimer of opinion, nor was it qualified
or modified as to audit scope or accounting principle. The report contained a
"going concern" modification.
During the year ended July 31, 2004, and through July 8, 2005, the Company did
not consult with Creason regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
A copy of the forgoing disclosures was provided to Guest prior to the date of
the filing of this report. Guest has furnished the Company a copy of the letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements above. A copy of Guest's letter, dated July 8, 2005,
is filed as Exhibit 16 to this Form 8-K.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - not applicable
(b) Pro Forma Financial Information - not applicable
(c) Exhibits
Exhibit
Number
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16 Letter from Guest & Company, P.C. dated July 8, 2005,
to the Securities and Exchange Commission
SIGNATURES
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.
July 8, 2005 /s/ Terry Washburn
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By: Terry Washburn
President and Acting CEO
EXHIBIT INDEX
EXHIBIT
NUMBER
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16 Letter from Guest & Company, P.C., dated July 8, 2005, to the
Securities and Exchange Commission