-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TbpfS3PGl+AGhwvOQOffKCHdlJjBdBrCrF4/fLHI2qwoVleYDgDrg1zjNBbl5jkB uzHDhO0rgxb2akj1RaHN6w== 0001019687-05-000733.txt : 20050317 0001019687-05-000733.hdr.sgml : 20050317 20050317151424 ACCESSION NUMBER: 0001019687-05-000733 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050131 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SGD HOLDINGS LTD CENTRAL INDEX KEY: 0001106836 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 731344983 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29671 FILM NUMBER: 05688638 BUSINESS ADDRESS: STREET 1: 111 RHODES STREET STREET 2: - CITY: CONROE STATE: TX ZIP: 77301 BUSINESS PHONE: 9367566888 MAIL ADDRESS: STREET 1: 111 RHODES STREET STREET 2: - CITY: CONROE STATE: TX ZIP: 77301 FORMER COMPANY: FORMER CONFORMED NAME: GOLDONLINE INTERNATIONAL INC DATE OF NAME CHANGE: 20000428 FORMER COMPANY: FORMER CONFORMED NAME: BENTON VENTURES INC DATE OF NAME CHANGE: 20000214 10QSB 1 sgd_10q-013105.txt 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: JANUARY 31, 2005 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) 4385 SUNBELT DRIVE, ADDISON, TEXAS 75001 (Address of principal executive office) (972) 248-0266 (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 [ ]. Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ]; No [ ] The number of shares outstanding of registrant's common stock, par value $.0001 per share, as of February 28, 2005 was 45,666,824. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]. SGD HOLDINGS, LTD. AND SUBSIDIARIES FORM 10-QSB INDEX PAGE NO. Part I. Unaudited Financial Information Item 1. Condensed Consolidated Balance Sheet - January 31, 2005 3 Condensed Consolidated Statements of Operations - Three Months Ended January 31, 2005 and 2004 4 Condensed Consolidated Statements of Operations - Six Months Ended January 31, 2005 and 2004 5 Condensed Consolidated Statements of Cash Flows - Six Months Ended January 31, 2005 and 2004 6 Notes to Condensed Consolidated Financial Statements 7-17 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18-24 Item 3. Controls and Procedures 25 Part II. Other Information 26-30 2 SGD HOLDINGS, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET JANUARY 31, 2005 (UNAUDITED) ASSETS: Current assets: Cash and cash equivalents $ 669,131 Trade accounts receivable, net of allowance of $61,752 1,564,932 Inventory 3,248,503 Due from related parties 20,711 Prepaid expenses and other assets 279,426 ------------------ Total current assets 5,782,703 Property and equipment, net 261,584 Goodwill, net 1,796,768 Marketable equity securities 7,100 Deferred income taxes 163,700 Other assets 31,300 ------------------ Total assets $ 8,043,155 ================== LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Notes payable and current installments of long-term debt $ 1,380,585 Notes payable - related parties 1,350,488 Accounts payable 1,002,146 Accrued expenses 1,189,448 Deferred income taxes payable 53,100 Due to related parties 237,794 ------------------ Total current liabilities 5,213,561 ------------------ Long-term debt, less current installments 198,245 Minority interest - ------------------ Total liabilities 5,411,806 ------------------ Commitments and contingencies Stockholders' equity: Common stock, $.0001 par value; 200,000,000 shares authorized; 45,666,824 shares issued and outstanding 4,567 Additional paid-in capital 9,920,635 Accumulated deficit (7,015,103) Accumulated other comprehensive loss (278,750) ------------------ Total stockholders' equity 2,631,349 ------------------ Total liabilities and stockholders' equity $ 8,043,155 ================== See accompanying notes to condensed consolidated financial statements. 3
SGD HOLDINGS, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED) 2005 2004 ------------ ------------ Sales and revenues $ 4,582,585 $ 4,209,979 Cost of sales 3,356,653 3,125,049 ------------ ------------ Gross profit 1,225,932 1,084,930 Selling, general and administrative expense 941,092 878,731 ------------ ------------ Earnings from operations 284,840 206,199 Other income (expense): Unrealized gain (loss) on marketable securities -- 19,540 Loss on sale of securities -- (22,033) Interest expense (10,895) (13,374) Interest expense - related parties (26,507) (46,850) Gold consignment fee (51,336) (35,441) Interest and other income 204 12,090 ------------ ------------ Total other income (expense) (88,534) (86,068) ------------ ------------ Net earnings before income taxes 196,306 120,131 Income tax expense 66,600 42,600 ------------ ------------ Net earnings $ 129,706 $ 77,531 ============ ============ Basic and diluted net earnings per share $ 0.00 $ 0.00 ============ ============ Weighted average shares outstanding (thousands) 45,666.8 36,486.5 ============ ============ See accompanying notes to condensed consolidated financial statements. 4 SGD HOLDINGS, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED) 2005 2004 ------------ ------------ Sales and revenues $ 8,475,035 $ 7,754,707 Cost of sales 6,248,320 5,844,700 ------------ ------------ Gross profit 2,226,715 1,910,007 Selling, general and administrative expense 1,823,051 1,653,381 ------------ ------------ Earnings from operations 403,664 256,626 Other income (expense): Unrealized gain (loss) on marketable securities -- 39,210 Loss on sale of marketable securities -- (22,033) Interest expense (27,038) (25,481) Interest expense - related parties (53,015) (92,200) Gold consignment fee (89,521) (70,802) Interest and other income 1,224 14,975 ------------ ------------ Total other income (expense) (168,350) (156,331) ------------ ------------ Net earnings before income taxes 235,314 100,295 Income tax expense 80,000 36,700 ------------ ------------ Net earnings $ 155,314 $ 63,595 ============ ============ Basic and diluted net earnings per share $ 0.00 $ 0.00 ============ ============ Weighted average shares outstanding (thousands) 45,666.8 36,376.3 ============ ============ See accompanying notes to condensed consolidated financial statements. 5 SGD HOLDINGS, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED) 2005 2004 ------------ ------------ Cash flows provided (used) by operating activities: Net earnings $ 155,314 $ 63,595 Adjustments to reconcile net earnings to net cash provided (used) by operating activities: Depreciation and amortization 37,770 37,999 Deferred income taxes 80,000 36,700 Unrealized (gain) loss on marketable securities -- (39,210) Proceeds from sale of marketable securities -- 11,547 Loss on sale of marketable securities -- 22,033 Changes in assets and liabilities: Accounts receivable (412,271) (307,372) Inventory (796,040) (461,491) Other assets (79,800) 31,937 Accounts payable and accrued expenses 497,362 940,416 ------------ ------------ Net cash used by operating activities (517,665) 336,154 Cash flows used by investing activities: Capital expenditures (6,548) (57,763) ------------ ------------ Net cash used by investing activities (6,548) (57,763) Cash flows provided by financing activities: Amounts due related parties 17,569 -- Loan proceeds 500,000 -- Repayment of long-term debt and notes payable (19,369) -- ------------ ------------ Net cash provided by financing activities 498,200 -- Net increase (decrease) in cash and cash equivalents (26,013) 278,391 Cash and cash equivalents, beginning of period 695,144 898,828 ------------ ------------ Cash and cash equivalents, end of period $ 669,131 $ 1,177,219 ============ ============ See accompanying notes to condensed consolidated financial statements. 6
SGD HOLDINGS, LTD. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION AND PRESENTATION The consolidated financial statements include the accounts of SGD Holdings, Ltd. ("SGD") and its wholly owned subsidiaries HMS Jewelry Company, Inc. ("HMS"); Tandori, Inc. ("Tandori"); and Con-Tex Silver Imports, Inc. ("Silver"); Jewelry Solutions & Commerce, Inc. ("Jewelry") the 100% subsidiary of HMS; Gem Pak, Inc. ("Gem Pak"), the 80% subsidiary of HMS and Rings N' Things, LLC ("Rings") the 80% subsidiary of Jewelry (collectively referred to as the "Company"). All material intercompany accounts and transactions have been eliminated. BANKRUPTCY On January 20, 2005, SGD ("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 its properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In February 2005, a motion was filed to transfer venue of the case from the District of Delaware to the Northern District of Texas, Fort Worth Division. The motion to transfer venue was granted and a new case number has been assigned (Case No. 05-42392-rfn11). The Company expects to file a plan of reorganization within two weeks. ORGANIZATION SGD was incorporated on May 22, 1996, in Delaware as Transun International Airways, Inc. 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. Transun International Airways, Inc. changed its name to Goldonline International, Inc. on June 10, 1999. Goldonline International, Inc. changed its name to SGD Holdings, Ltd. on January 24, 2001. On April 20, 2000, pursuant to an agreement and plan of reorganization dated April 11, 2000, SGD acquired 100% of the issued and outstanding common stock of Benton Ventures, Inc. ("Benton"), a Delaware corporation, in exchange for 1,200,000 newly issued common shares of SGD. On April 25, 2000, the Board of Directors of SGD elected to merge Benton into SGD pursuant to Section 253 of Delaware's General Corporate Laws. As a result of the merger, SGD became the surviving company and assumed the reporting responsibilities under successor issuer status as more fully detailed in Section 12(g)(3) of The Securities Exchange Act of 1934. Benton was a dormant company and its assets and liabilities were insignificant. 7 Silver was incorporated on September 12, 1994, in Texas. HMS was incorporated on October 12, 2000, in Texas. Tandori was incorporated on November 9, 1998, in Nevada. Jewelry was incorporated on February 3, 1999, in Delaware. Gem Pak was incorporated on May 24, 2002, in Texas. Rings was incorporated September 2, 2003, 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, SGD completed the acquisition of HMS Jewelry Co., Ltd., a Texas limited partnership and HMS Operating Company, a Texas corporation and transferred the assets acquired and liabilities assumed into HMS Jewelry Company, Inc. For accounting purposes, the acquisition was treated as a purchase. Effective September 1, 2001, SGD completed the acquisition of Tandori, Inc. in a transaction treated as a purchase for accounting purposes. Jewelry formed Rings and commenced operation of two retail jewelry stores during October and November 2003. Jewelry also opened two directly owned jewelry stores during November and December 2003. The two stores operated by Rings were closed prior to July 2004. Effective April 1, 2004, HMS completed the acquisition of 80% of Gem Pak in a transaction treated as a purchase for accounting purposes. SGD issued 100,000 shares of its common stock for 80% of Gem Pak's common stock. Gem Pak sells packaging and display materials to the same customer base as HMS. DISCONTINUED OPERATIONS The operations of Silver and Tandori were discontinued at the end of July 2003. NATURE OF BUSINESS SGD is a holding company principally engaged in acquiring and developing jewelry businesses. HMS is primarily involved in the wholesale gold jewelry business. Gem Pak sells packaging and display materials, principally to retail jewelry stores. Jewelry currently operates two retail jewelry stores. STOCK OPTION PLANS 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. 8 SFAS 123, "Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS 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. No awards were granted during the three and six months ended January 31, 2005 or 2004. Accordingly, since there is no difference, no disclosure is required of the fair value method as compared to the intrinsic value method. Options and warrants issued to non-employees are accounted for under SFAS 123, "Accounting for Stock Based Compensation." For the options and warrants issued to non-employees, the fair value of each award is calculated using the Black-Scholes Model in accordance with SFAS 123. 2. MARKETABLE INVESTMENT SECURITIES The following summarizes the Company's investment in securities at January 31, 2005: Available-for-sale securities: Cost $ 429,550 Unrealized loss (422,450) ------------------ Fair value $ 7,100 ================= The Company included in operations $19,540 and $39,210 in unrealized gains during the three and six months ended January 31, 2004, respectively, and had no activity during the current fiscal year periods, since all trading securities were sold during fiscal 2004. On July 20, 2001, the Company completed the acquisition of 355,000 shares of the common stock of USN Corporation (formerly Premier Concepts, Inc.) ("USN") in exchange for 965,000 shares of its common stock. The Company used the July 31, 2001 closing market price as quoted on the Nasdaq Stock Market to value the transaction. The shares of common stock of USN are "restricted securities" under Rule 144. As a result of the approval of USN's bankruptcy plan, the Company's investment represents less than 1% of the outstanding stock of USN at January 31, 2005. The Company has classified its investment in USN as available-for-sale securities as a result of the Company's intention to hold the securities indefinitely pursuant to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." 9 Unrealized gains and losses based on fluctuations in the market value of available-for-sale securities are included in other comprehensive income as an adjustment to equity. The following unrealized losses have been recorded in stockholders' equity as accumulated other comprehensive income (loss). Cumulative ---------- Unrealized loss $ 422,450 Deferred income taxes 143,700 ----------------- Other comprehensive loss $ 278,750 ================= Due to the limited market for USN common stock, it is likely that only limited quantities of the stock will be able to be sold in the open market. As a result of these restrictions and the probable limited trading volume, the Company believes the fair value of the investment might be less than the recorded value required by SFAS No. 115 and that there can be no assurance the Company will realize the recorded value of its investment in USN. On October 10, 2003, USN 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 Central District of California, Los Angeles Division; Case No. LA 03-36445 BR. On December 13, 2004, the plan of reorganization was approved as filed. 3. INVENTORIES Inventories at January 31, 2005, consist of: Inventory, principally gold jewelry $ 6,713,552 Less consigned gold (3,465,049) ----------------- Net inventories $ 3,248,503 ================= At January 31, 2005, inventories excluded 8,208.1 ounces of gold on consignment. 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following at January 31, 2005: Office and computer equipment $ 173,768 Furniture and fixtures 202,214 Software 113,225 Leasehold improvements 32,837 ----------------- 522,044 Less accumulated depreciation (260,460) ----------------- $ 261,584 ================= 10 5. NOTES PAYABLE AND LONG-TERM DEBT Notes payable and long-term debt at January 31, 2005, consists of the following: Note payable to a bank with monthly payments of $3,799, plus interest at prime, 5.25% at January 31, 2005; balance due June 30, 2010; collateralized by assets owned by an individual who is also a personal guarantor $ 243,830 Line of credit payable to the gold lender; due on demand with interest at prime plus 3/4%; (see note 7) 500,000 Note payable to a company; due July 31, 2004; interest payable monthly at 5.8% (a) 835,000 --------------- Total notes payable and long-term debt 1,578,830 Notes payable and current installments of long-term debt 1,380,585 --------------- Long-term debt, less current installments $ 198,245 =============== (a) Convertible into common stock at the lesser of $.015 per share or the market price, limited to 9.9% of the total outstanding shares of the Company at the time of conversion. All of the issued and outstanding common stock of HMS is collateral on the note, in second position behind the collateral position of the note due the president of HMS and the note is guaranteed by G. David Gordon. In the event of default on any of the loans secured by the HMS common stock, the lender has the option to purchase HMS for $5,000,000. On January 28, 2004, the Company issued 250,000 shares of its common stock as a loan extension fee and issued 1,210,746 shares of its common stock for $12,107 in accrued interest. 6. NOTES PAYABLE DUE RELATED PARTIES Notes payable due related parties consists of the following at January 31, 2005: Note payable to the president of HMS, due on July 31, 2004; interest payable monthly at 8%; collateralized by the common stock of HMS; guaranteed by G. David Gordon; convertible into common stock of the Company at $.01 per share, limited to 9.9% of the total outstanding shares of the Company at the time; with anti-dilution rights $ 1,250,000 11 Note payable to G. David Gordon, a shareholder and the brother of a Director of the Company; due on July 31, 2005 with interest payable monthly at 6%; collateralized by the common stock of HMS in third position behind the other notes above; all principal and accrued interest convertible into common stock of the Company at $.01 per share at any time after July 31, 2005; and all shares have anti-dilution rights 100,488 --------------- Total notes payable due related parties $ 1,350,488 =============== 7. GOLD CONSIGNMENT AND LINE OF CREDIT AGREEMENT 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 January 31, 2005, HMS had 8,208.1 ounces of gold on consignment with a market value of $3,465,049, which was valued at the daily Second London Gold Fix, $422.15 per ounce at January 31, 2005, and charged 4.25%. 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%. HMS has an advance in the amount of $500,000 on this line of credit at January 31, 2005. The balance on the line of credit reached a high of $800,000 at December 31, 2004. The balance was repaid in full by February 28, 2005. On March 11, 2005, the gold lender notified HMS that no additional advances would be made under this line of credit until further notice. The consignment agreement contains 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. HMS is in violation of certain financial covenants and SGD's bankruptcy filing caused another violation. Accordingly, on March 11, 2005, HMS received notice from its gold lender that in addition to not making any further advances on its line of credit, the gold lender may make immediate demand for either return of the consigned gold or repayment of the obligation and may cease making discretional consignments at any time the gold lender deems appropriate. The gold lender has elected to impose the default rate of interest (the existing rate plus 4%) effective March 1, 2005. 12 The gold lender has agreed to consider a proposal from HMS for a short term forbearance period in order to afford HMS an opportunity to refinance its obligation to the gold lender. HMS is currently providing additional information to the gold lender to assist in negotiating a forbearance period. There can be no assurance that the gold lender will agree to short term forbearance. There can be no assurance that HMS will be able to find a substitute gold lender, whether they receive the short term forbearance or not. Management of the Company has had meetings with an alternative lending institution and believe it is possible that an acceptable refinancing may be approved within sixty days. 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 guarantee of G. David Gordon and the corporate guarantee of SGD. 8. RELATED PARTY TRANSACTIONS 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 $24,225 in rent expense during each of the three month periods ended January 31, 2005 and 2004 and amounted to $48,450 during each of the six month periods ended January 31, 2005 and 2004. HMS Leasing Company, LLC is owned by the president of HMS. HMS is a guarantor of the loan obligation of HMS Leasing Company, LLC on the facility, which has a balance of $482,996 at January 31, 2005. See Note 6 for details of the $1,350,488 in note obligations to related parties. At January 31, 2005, amounts due from related parties include the following: USN Corporation $ 13,124 President of HMS 7,587 --------------- Total $ 20,711 =============== At January 31, 2005, the Company had made net advances of $7,587 to the president of HMS, including companies owned by him. The Company has net receivables from USN at January 31, 2005, of $13,124. The Chief Executive Officer of USN is a Director and acting CEO of the Company. On October 10, 2003, USN 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 Central District of California, Los Angeles Division; Case No. LA 03-36445 BR. USN's Bankruptcy Plan was approved as filed on December 13, 2004, and the Company's ownership in USN is now less than 1%. 13 At January 31, 2005, amounts due to related parties include the following: G. David Gordon $ 143,798 Terry Washburn 27,132 BJB Services, Inc. 66,438 President of Gem Pak 426 ----------------- Total $ 237,794 ================= At January 31, 2005, the Company owed G. David Gordon, the former CEO of HMS, a shareholder and the brother of a Director, $143,798 in addition to a $100,488 note obligation. The $143,798 includes accrued compensation in the amount of $75,000 which is payable in SGD common stock. Terry Washburn, President of SGD and a stockholder, was owed $27,132 at January 31, 2005, which is primarily for accrued compensation. Mr. Washburn was issued 1,500,000 shares of SGD common stock during fiscal 2004, in exchange for $15,000 which was due him. BJB Services, Inc., a shareholder, and another company controlled by the principal of BJB were owed $66,438 at January 31, 2005, for financial services rendered. BJB was issued 3,500,000 shares of SGD common stock during fiscal 2004, in exchange for $35,000 which SGD owed BJB. The President and 20% owner of Gem Pak was owed $426 at January 31, 2005. 9. COMMITMENTS AND CONTINGENCIES Rent expense amounted to $51,347 and $64,886 during the three months ended January 31, 2005 and 2004, respectively; and amounted to $106,484 and $91,736 during the six months ended January 31, 2005, respectively. Minimum rental commitments under all non-cancelable leases with an initial term in excess of one year are payable as follows: six month balance of 2005 - $90,495; 2006 - $184,505; 2007 - $153,761; 2008 - $100,357; 2009 - $96,900 and thereafter - $121,125. HMS is a guarantor of the loan obligation of HMS Leasing Company, LLC on the facility, which has a balance of $482,996 at January 31, 2005. From time to time during their normal course of operations, the Company maintained cash balances in a financial institution which exceeded the insurance limits of the Federal Deposit Insurance Corporation. 14 10. LEGAL MATTERS BANKRUPTCY On January 20, 2005, SGD ("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 its properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In February 2005, a motion was filed to transfer venue of the case from the District of Delaware to the Northern District of Texas, Fort Worth Division. The motion to transfer venue was granted and a new case number has been assigned (Case No. 05-42392-rfn11). The Company expects to file a plan of reorganization within the next two weeks. OTHER MATTERS 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 alleged 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 was 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; however the Company still maintains the right to re-file the lawsuit against Gordon. 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 was president of Tandori, a wholly owned and currently inactive 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 common stock instead of 11,250,000 shares of SGD common stock as currently reported by the Company. In October 2004, James Gordon was able to obtain a temporary restraining order in this action which prevents SGD from raising any additional equity capital until the trial is completed. Trial in the matter has been completed and briefs were filed March 7, 2005. The Company is awaiting the ruling from the judge. Management of the Company does not expect to incur any significant liability; however, there are a number of unresolved issues which could result in liability to the Company. On April 23, 2003, SGD's wholly owned subsidiary, Silver 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. The Voluntary Petition for Reorganization under Chapter 11 was converted to Chapter 7 on September 23, 2003. 15 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 in common stock based upon representations made by Gordon, together with damages, expenses and interest. Presently, Company counsel is negotiating a settlement with Lakewood. The Company accrued $1,000,000 as an estimate of the cost of the settlement at July 31, 2004. On December 31, 2003, Richard Singer and Robert Bertsch, on behalf of the Company, filed suit against James G. Gordon, a director of the Company, for his breach of fiduciary duty as a result of his unilateral actions to prevent the Company from exercising its option to acquire the building which HMS currently leases. The parties have yet to begin any substantial discovery and, therefore, the Company and its attorneys are not in a position to assess the merits of this action. 11. GOING CONCERN At January 31, 2005, the Company's working capital was $569,142 as compared to $184,360 at July 31, 2004, and $2,198,989 at July 31, 2003. The Company had a net loss of $3,572,310 for fiscal 2004 which included a charge for goodwill impairment of $1,988,426 and a charge of $1,000,000 for an estimate of the Lakewood litigation settlement (see note 10). Accordingly, the Company still incurred a loss of $583,884 in addition to the charges above. The Company has two notes payable, in the amount of $1,250,000 and $835,000, which are currently past due, and because of the temporary restraining order granted to James G. Gordon the Company is unable to raise any equity capital. Trial for the litigation with James G. Gordon has been completed and the Company is awaiting the decision of the judge (see note 10). In addition, the Company is in violation of restrictive covenants related to its gold consignment agreement, and HMS has received notice from its gold lender that in addition to not making any further advances on its line of credit, the gold lender may make immediate demand for either return of the consigned gold or repayment of the obligation and may cease making discretional consignments at any time the gold lender deems appropriate. The gold lender has agreed to consider a proposal from HMS for a short term forbearance period in order to afford HMS an opportunity to refinance its obligation to the gold lender (see note 7). The Company 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 on January 20, 2005 (see note 10). Although the Company had net earnings of $155,314 during the six months ended January 31, 2005, the Company does not have sufficient cash flows to meet its obligations currently due within the next 12 months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 16 If the Company is (i) unable to grow its business or improve its operating cash flows as expected, (ii) unsuccessful in extending a substantial portion of the debt repayments currently past due, (iii) unsuccessful in its litigation with James G. Gordon, (iv) unable to raise additional funds through private placement sales of its common stock, or (v) unable to satisfy the covenants of the gold consignment agreement or find a new gold lender, then the Company may be unable to continue as a going concern. There can be no assurance that additional financing will be available when needed or, if available, that it will be on terms favorable to the Company and its stockholders. If the Company is not successful in generating sufficient cash flows from operations, or in raising additional capital when required in sufficient amounts and on terms acceptable to the Company, these failures would have a material adverse effect on the Company's business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's current shareholders would be diluted. These consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. 17 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. The continuing operations of the Company consist primarily of the wholesale operations of HMS. BANKRUPTCY On January 20, 2005, SGD ("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 its properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In February 2005, a motion was filed to transfer venue of the case from the District of Delaware to the Northern District of Texas, Fort Worth Division. The motion to transfer venue was granted and a new case number has been assigned (Case No. 05-42392-rfn11). The Company expects to file a plan of reorganization within two weeks. LIQUIDITY AND CAPITAL RESOURCES At January 31, 2005, the Company's working capital was $569,142 as compared to $184,360 at July 31, 2004, and $2,198,989 at July 31, 2003. The Company had a net loss of $3,572,310 for fiscal 2004 which included a charge for goodwill impairment of $1,988,426 and a charge of $1,000,000 for an estimate of the Lakewood litigation settlement (see note 10). Accordingly, the Company still incurred a loss of $583,884 in addition to the charges above. The Company has two notes payable, in the amount of $1,250,000 and $835,000, which are currently past due, and because of the temporary restraining order granted to James G. Gordon the Company is unable to raise any equity capital. Trial for the litigation with James G. Gordon has been completed and the Company is awaiting the decision of the judge (see note 10). In addition, the Company is in violation of restrictive covenants related to its gold consignment agreement, and HMS has received notice from its gold lender that in addition to not making any further advances on its 18 line of credit, the gold lender may make immediate demand for either return of the consigned gold or repayment of the obligation and may cease making discretional consignments at any time the gold lender deems appropriate. The gold lender has agreed to consider a proposal from HMS for a short term forbearance period in order to afford HMS an opportunity to refinance its obligation to the gold lender (see note 7). The Company 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 on January 20, 2005 (see note 10). Although the Company had net earnings of $155,314 during the six months ended January 31, 2005, the Company does not have sufficient cash flows to meet its obligations currently due within the next 12 months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. If the Company is (i) unable to grow its business or improve its operating cash flows as expected, (ii) unsuccessful in extending a substantial portion of the debt repayments currently past due, (iii) unsuccessful in its litigation with James G. Gordon, (iv) unable to raise additional funds through private placement sales of its common stock, or (v) unable to satisfy the covenants of the gold consignment agreement or find a new gold lender, then the Company may be unable to continue as a going concern. There can be no assurance that additional financing will be available when needed or, if available, that it will be on terms favorable to the Company and its stockholders. If the Company is not successful in generating sufficient cash flows from operations, or in raising additional capital when required in sufficient amounts and on terms acceptable to the Company, these failures would have a material adverse effect on the Company's business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's current shareholders would be diluted. These consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. The Company refinanced an obligation of Gem Pak with a balance of $243,830 at January 31, 2005, which had been due on December 10, 2004. The new agreement requires monthly principal payments of $3,799 plus interest at prime (5.25% at January 31, 2005) with the balance due June 30, 2010. The Company has a number of unresolved legal issues with one of its Directors, James G. Gordon and will continue to have high legal costs, which amounted to approximately $27,000 during the six months ended January 31, 2005, until these issues can be resolved. The Company anticipates that it will be able to raise additional funds, as necessary, to fund these lawsuits. The Company acquired property and equipment in the amount of $6,548 during the six-month period ended January 31, 2005 and is currently budgeting an additional $30,000 for capital expenditures for the remainder of fiscal 2005. The Company plans to use cash and existing credit sources for the acquisitions. 19 HMS relies on a gold consignment program, short-term borrowings and internally generated funds to finance its inventories and accounts receivable. HMS fills most of its gold supply needs through a gold consignment arrangement with a gold lender. Under the terms of that arrangement, HMS is entitled to lease the lesser of an aggregate of 13,200 ounces of fine gold or an aggregate consigned gold value not to exceed $4,950,000, reduced by any outstanding balance on its $1,500,000 line of credit. The consigned gold is secured by substantially all property of HMS, including its cash, accounts receivable, inventory and machinery and equipment, the corporate guaranty of SGD and the individual guaranty of G. David Gordon. HMS pays the gold lender a consignment fee based on the dollar value of ounces of gold outstanding under their agreement, which value is based on the daily Second London Gold Fix. HMS believes that its financing rate under the consignment arrangement is substantially similar to the financing rates charged to gold consignees similarly situated to HMS. As of January 31, 2005, HMS held 8,208.1 ounces of gold on consignment with a market value of $3,465,049. 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%. HMS has an advance in the amount of $500,000 on this line of credit at January 31, 2005. The balance on the line of credit reached a high of $800,000 at December 31, 2004. The balance was repaid in full by February 28, 2005. On March 11, 2005, the gold lender notified HMS that no additional advances would be made under this line of credit until further notice. The consignment agreement contains 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. HMS is in violation of certain financial covenants and SGD's bankruptcy filing caused another violation. Accordingly, on March 11, 2005, HMS received notice from its gold lender that in addition to not making any further advances on its line of credit, the gold lender may make immediate demand for either return of the consigned gold or repayment of the obligation and may cease making discretional consignments at any time the gold lender deems appropriate. The gold lender has elected to impose the default rate of interest (the existing rate plus 4%) effective March 1, 2005. The gold lender has agreed to consider a proposal from HMS for a short term forbearance period in order to afford HMS an opportunity to refinance its obligation to the gold lender. HMS is currently providing additional information to the gold lender to assist in negotiating a forbearance period. There can be no assurance that the gold lender will agree to short term forbearance. There can be no assurance that HMS will be able to find a substitute gold lender, whether they receive the short term forbearance or not. Management of the Company has had meetings with an alternative lending institution and believe it is possible that an acceptable refinancing may be approved within sixty days. 20 RESULTS OF OPERATIONS THREE MONTHS ENDED JANUARY 31, 2005 AND 2004 SALES AND COST OF SALES - The Company's sales and cost of sales may be summarized as follows for the three-month periods ended January 31, 2005 and 2004: 2005 2004 ---- ---- Sales and revenues $ 4,582,585 $ 4,209,979 Cost of sales 3,356,653 3,125,049 ------------- -------------- Gross profit $ 1,225,932 $ 1,084,930 ============= ============== Total sales increased $372,606 (8.9%) during the three-month period ended January 31, 2005, as compared to the same prior year period. The increase consists of a decrease of $6,829 in retail sales by the jewelry stores, and increase of $260,056 in Gem Pak sales and an increase of $119,379 in wholesale gold sales. Gem Pak distributed its new catalog during April 2004 and HMS distributed its catalog during May and June 2004. Jewelry store sales consisted of two stores for three months in fiscal 2005; and three stores for two months and one store for three months in fiscal 2004. The Second London Gold Fix was $422.15 per ounce on January 31, 2005 and $425.55 per ounce on October 31, 2004, the beginning of the current year quarter. The Second London Gold Fix was $399.75 per ounce on January 31, 2004 and $386.25 per ounce on October 31, 2003. Sales volumes were down during the current quarter, countering the approximate 6% average increase in gold price. The decline in volume sold is attributed to lower consumer spending for higher cost items and customers going out of business and was mitigated by the release of the new catalog during the prior period. Gross profit has increased to 26.8% during the current year period from 25.8% during the same prior year period. The 1.0% improvement is primarily from the higher gross profit realized from new operations. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - The following summarizes the Company's selling, general and administrative expenses ("SGA") for the three-month periods ended January 31, 2005 and 2004: 2005 2004 ---- ---- HMS $ 619,222 $ 677,160 Jewelry and Rings 86,052 135,546 Gem Pak 159,195 - Corporate and other 76,623 66,025 ------------- -------------- Total $ 941,092 $ 878,731 ============= ============== 21 HMS's SGA for the quarter ended January 31, 2005 decreased 8.6% from the year earlier period. Jewelry and Rings commenced operations during the middle of the prior year quarter and the SGA associated with their retail operations covers the full quarter in the current year period for two stores as compared to three stores which were open two months and one store which was open three months in the prior year period. Gem Pak was acquired effective April 1, 2004. Accordingly, it has SGA only in the current year period. Corporate SGA increased $10,598 during the quarter ended January 31, 2005 as compared to the year earlier period. The current year corporate SGA includes higher legal costs of $16,000 which are partially offset by lower accounting costs of $3,000 and lower other costs of approximately $3,000. INTEREST EXPENSE - Related party interest expense decreased from $46,850 to $26,507 during the quarter ended January 31, 2005, as compared to the year earlier period. Interest expense decreased $2,479 during the quarter ended January 31, 2005, as compared to the year earlier period. The decrease in related party interest expense is primarily due to the prior year amount including amortization of loan and guaranty fees in the amount of $18,750. GOLD CONSIGNMENT FEE - The gold consignment fee increased $15,895 during the three month period ended January 31, 2005, as compared to the prior year period. The increase is due to having higher dollar balances on the gold consignment facility as a result of the increased gold prices. At January 31, 2005, HMS had 8,208.1 ounces of gold on consignment with a related consignment obligation of $3,465,049 ($422.15 per ounce) as compared to 6,833.4 ounces of gold on consignment with a related consignment obligation of $2,731,652 ($399.75 per ounce) at January 31, 2004. UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company recognized an unrealized gain in the amount of $19,540 during the three month period ended January 31, 2004, from its investment in marketable equity securities that had been classified as trading securities. The Company sold these securities prior to the beginning of the current fiscal year. INCOME TAXES - The Company recorded an income tax provision of $66,600 during the three month period ended January 31, 2005, and a provision for income taxes in the amount of $42,600 during the three month period ended January 31, 2004. 22 SIX MONTHS ENDED JANUARY 31, 2005 AND 2004 SALES AND COST OF SALES - The Company's sales and cost of sales may be summarized as follows for the six-month periods ended January 31, 2005 and 2004: 2005 2004 ---- ---- Sales and revenues $ 8,475,035 $ 7,754,707 Cost of sales 6,248,320 5,844,700 --------------- ---------------- Gross profit $ 2,226,715 $ 1,910,007 =============== ================ Total sales increased $720,328 (9.3%) during the six-month period ended January 31, 2005, as compared to the same prior year period. The increase consists of $97,448 in retail sales by the jewelry stores, $530,198 in Gem Pak sales and $92,682 in wholesale gold sales. Gem Pak distributed its new catalog during April 2004 and HMS distributed its catalog during May and June 2004. Jewelry store sales consisted of two stores for six months during fiscal 2005 and two stores for three months and two stores for two months in fiscal 2004. The Second London Gold Fix was $422.15 per ounce on January 31, 2005 and $391.40 per ounce on July 31, 2004, the beginning of the current year period. The Second London Gold Fix was $399.75 per ounce on January 31, 2004 and $354.75 per ounce on July 31, 2003. Sales volumes were down during the current period, countering the approximate 8% average increase in gold price. The decline in volume sold is attributed to lower consumer spending for higher cost items and customers going out of business and was mitigated by the release of the new catalog during the prior quarter. Gross profit has increased to 26.3% during the current year period from 24.6% during the same prior year period. The 1.7% improvement is primarily from the higher gross profit realized from new operations. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - The following summarizes the Company's SGA for the six-month periods ended January 31, 2005 and 2004: 2005 2004 ---- ---- HMS $ 1,229,682 $ 1,294,464 Jewelry and Rings 165,741 163,409 Gem Pak 288,479 - Corporate and other 139,149 195,508 ------------- -------------- Total $ 1,823,051 $ 1,653,381 ============= ============== HMS's SGA for the period ended January 31, 2005 decreased 5.0% from the year earlier period. Jewelry and Rings commenced operations during the middle of the prior year period and the SGA associated with their retail operations covers the full period in the current year for two stores as compared to two stores for three months and two stores for two months in the prior year period. Gem Pak was acquired effective April 1, 2004. Accordingly, it has SGA only in the current year period. Corporate SGA decreased $56,359 during the period ended January 31, 2005 as compared to the year earlier period. The prior year corporate SGA includes higher legal costs of $22,000 and higher officer compensation costs of $24,000. 23 INTEREST EXPENSE - Related party interest expense decreased from $92,200 to $53,015 during the period ended January 31, 2005, as compared to the year earlier period. Interest expense increased $1,557 during the period ended January 31, 2005, as compared to the year earlier period. The decrease in related party interest expense is primarily due to the prior year amount including amortization of loan and guaranty fees in the amount of $39,000. GOLD CONSIGNMENT FEE - The gold consignment fee increased $18,719 during the six month period ended January 31, 2005, as compared to the prior year period. The increase is due to having higher dollar balances on the gold consignment facility as a result of the increased gold prices. The gold consignment was $3,465,049 at January 31, 2005, as compared to $2,731,652 at January 31, 2004. UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES - The Company recognized an unrealized gain in the amount of $39,210 during the six month period ended January 31, 2004, from its investment in marketable equity securities that had been classified as trading securities. The Company sold these securities prior to the beginning of the current fiscal year. INCOME TAXES - The Company recorded an income tax provision of $80,000 during the six month period ended January 31, 2005, and a provision for income taxes in the amount of $36,700 during the six month period ended January 31, 2004. 24 ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of and with the participation of management, including the principal executive officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of January 31, 2005, and, based on its evaluation, our principal executive officer has concluded that these controls and procedures are effective. (b) Changes in Internal Controls There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above, including any corrective actions with regard to significant deficiencies and material weaknesses. 25 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS BANKRUPTCY On January 20, 2005, SGD ("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 its properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In February 2005, a motion was filed to transfer venue of the case from the District of Delaware to the Northern District of Texas, Fort Worth Division. The motion to transfer venue was granted and a new case number has been assigned (Case No. 05-42392-rfn11). The Company expects to file a plan of reorganization within two weeks. OTHER MATTERS 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 alleged 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 was 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; however the Company still maintains the right to re-file the lawsuit against Gordon. 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 was president of Tandori, a wholly owned and currently inactive 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 common stock instead of 11,250,000 shares of SGD common stock as currently reported by the Company. In October 2004, James Gordon was able to obtain a temporary restraining order in this action which prevents SGD from raising any additional equity capital until the trial is completed. Trial in the matter has been completed and briefs were filed March 7, 2005. The Company is awaiting the ruling from the judge. Management of the Company does not expect to incur any significant liability; however, there are a number of unresolved issues which could result in liability to the Company. 26 On April 23, 2003, SGD's wholly owned subsidiary, Silver 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. The Voluntary Petition for Reorganization under Chapter 11 was converted to Chapter 7 on September 23, 2003. 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 in common stock based upon representations made by Gordon, together with damages, expenses and interest. Presently, Company counsel is negotiating a settlement with Lakewood. The Company accrued $1,000,000 as an estimate of the cost of the settlement at July 31, 2004. On December 31, 2003, Richard Singer and Robert Bertsch, on behalf of the Company, filed suit against James G. Gordon, a director of the Company, for his breach of fiduciary duty as a result of his unilateral actions to prevent the Company from exercising its option to acquire the building which HMS currently leases. The parties have yet to begin any substantial discovery and, therefore, the Company and its attorneys are not in a position to assess the merits of this action. ITEM 5. OTHER INFORMATION Although the Company does not currently employ a Chief Financial Officer, Terry Washburn, President and Acting CEO, is also the principal accounting officer. 27 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 31 Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K None. 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: March 15, 2005 By: /s/ Terry Washburn ------------------------------------- Terry Washburn, President, Acting CEO and Principal Accounting Officer 28 EX-31 2 sgd_10qex-31.txt EXHIBIT 31 SGD HOLDINGS, LTD. FORM 10-QSB FOR THE QUARTER ENDED JANUARY 31, 2005 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Terry Washburn, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of SGD Holdings, Ltd. (the registrant); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a 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 of, 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-15(e) and 15d-15(e)) for the registrant and have; a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal controls over financial reporting that occurred during the registrant's current fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and; 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Terry Washburn --------------------------- Terry Washburn President and Acting CEO (and equivalent of CFO) March 15, 2005 EX-32 3 sgd_10qex-32.txt EXHIBIT 32 SGD HOLDINGS, LTD. FORM 10-QSB FOR THE QUARTER ENDED JANUARY 31, 2005 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 January 31, 2005, 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. March 15, 2005 /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. -----END PRIVACY-ENHANCED MESSAGE-----