8-K

                       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)
                                JANUARY 20, 2005

                               SGD HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)


        DELAWARE                   0-29671                        13-3986493
(State or other jurisdiction     (Commission                    (IRS Employer
     of incorporation)           File Number)                Identification No.)

                    4385 SUNBELT DRIVE, ADDISON, TEXAS 75001
                     (Address of principal executive office)

                                 (972) 248-0266
                (Issuer's telephone number, including area 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))





ITEM 1.03 - BANKRUPTCY OR RECEIVERSHIP

On January 20, 2005, SGD Holdings, Ltd. (the "Company" or the "Debtor") filed a
voluntary petition for relief under Chapter 11 of Title 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") (Case No. 05-10182). The Debtor will continue
to manage their properties and operate their business as "debtors-in-possession"
under the jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code. On January 20, 2005, the Company
issued a press release relating to the foregoing. A copy of the release is
attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by
reference.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

             EXHIBIT NO.        DOCUMENT DESCRIPTION

                99.1            Press release dated January 20, 2005


                                   SIGNATURES

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

Dated: January 21, 2005
                                        SGD HOLDINGS, LTD.



                                        By: /s/ Terry Washburn
                                            -----------------------------------
                                            Terry Washburn,
                                            Chief Executive Officer









                                  EXHIBIT INDEX


             EXHIBIT NO.           DOCUMENT DESCRIPTION

                99.1               Press release dated January 20, 2005

EX-99.1

EXHIBIT 99.1

COMPANY PRESS RELEASE
- ---------------------
SOURCE: SGD HOLDINGS, LTD.

               SGD HOLDINGS, LTD. FILES FOR BANKRUPTCY PROTECTION

ADDISON, TX (PR NEWSWIRE)-JANUARY 20, 2005- SGD HOLDINGS, LTD. (OTCBB:SGDD),
("SGD") announced today that it has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. Chapter 11 allows a company to
continue operating in the ordinary course of business and to maximize recovery
for the company's stakeholders. The filing will enable the company to continue
to conduct business as usual while it develops a reorganization plan.

ABOUT SGD HOLDINGS, LTD.

SGD Holdings, Ltd., through its subsidiary, is a wholesaler of fine jewelry,
offering both gold and silver jewelry to retailers throughout the United States.

Safe Harbor Act Disclaimer: This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934 that are based upon current expectations or
beliefs, as well as a number of assumptions about future events. Although the
Company believes that the expectations reflected in the forward-looking
statements and the assumptions upon which they are based are reasonable, it can
give no assurance that such expectations and assumptions will prove to have been
correct. The reader is cautioned not to put undue reliance on these
forward-looking statements, as these statements are subject to numerous factors
and uncertainties, including without limitation, the independent authority of
the special committee to act on the matter discussed, the successful negotiation
of the potential acquisition and disposal of transactions described above,
successful implementation of the Company's business strategy and competition,
any of which may cause actual results to differ materially from those described
in the statements. In addition, other factors that could cause actual results to
differ materially are discussed in the Company's most recent Form 10-KSB filings
with the Securities and Exchange Commission.


For more information, contact:
SGD HOLDINGS, LTD.
ATTN: TERRY WASHBURN
PHONE: (817) 675-4319