8-K 1 sgd.txt SGD8K UNITED STATES 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 o f 1934 June 16, 2003 (June 10, 2003) Date of Report (Date of earliest event reported) 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.) 3801 William D. Tate Avenue, Suite 100, Grapevine, TX 76051 (Address of principal executive offices) (817) 421-0057 Registrant's telephone number 1 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT The registrant has dismissed its former principal accountant, Stephen P. Higgins, CPA of Huntington, New York and engaged Guest & Company, P.C., Certified Public Accountants, of Tulsa, Oklahoma as its principal accountants. The change was made effective June 10, 2003. During the fiscal year ended July 31, 2002 and the subsequent interim period through June 10, 2003 (which included only the review of the Form 10-QSB for the quarters ended October 31, 2002 and January 31, 2003), there were no disagreements with the former accountants 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 accountants would have caused them to make reference in connection with their report to the subject matter of the disagreements, and Stephen P. Higgins, CPA has not advised the Company of any reportable events as defined in paragraph (A) through (D) of Regulation S-K Item 304 (a)(1)(v). The accountant's report of Stephen P. Higgins, CPA as of and for the year ended July 31, 2002, did not contain any adverse opinion or disclaimer of opinion. The decision to change accountants was approved by the Board of Directors of the registrant. The registrant has provided Stephen P. Higgins, CPA with a copy of this disclosure and has requested that Stephen P. Higgins, CPA furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. (A copy of Stephen P. Higgins, CPA's letter to the SEC, dated June 16, 2003, is filed as Exhibit 16 to the Form 8-K.) 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 hereunto duly authorized. SGD HOLDINGS, LTD. By /s/ Terry Washburn, President, Acting CEO and Principal Accounting Officer Date: June 16, 2003 2 EXHIBIT INDEX Exhibit Page Number Description Number 16 Stephen P. Higgins, CPA, dated June 16, 2003 4 3 Exhibit 16 Stephen P. Higgins, C.P.A. 67 Dumbarton Drive Huntington, New York 11743 June 16, 2003 Securities and Exchange Commission 450 Fifth Street SW Washington, D.C. 20549 Re: SGD Holdings, Ltd. Commission File Number 0-29671 Dear Sirs: We are in agreement with the statements made by the above registrant in its Form 8-K dated June 16, 2003. Our report on the financial statements of SGD Holdings, Ltd. for the year ended July 31, 2002, contained no adverse opinion or disclaimer of opinion, nor was it modified as to audit scope or accounting principles. There were no disagreements with SGD Holdings, Ltd. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure. Sincerely, /s/ Stephen P. Higgins, CPA Stephen P. Higgins, CPA 4