Edgar Filing: SGC HOLDINGS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Amendment #6

SGC Holdings, Inc.
-------------------------
(Name of small business issuer in its charter)

Nevada 5812 86-1047317
-------------- -------------- --------------
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Code
Number)

15911 East Sunburst Drive
Fountain Hills, AZ 85268
(480) 837-6029
-----------------------------------------
(Address and telephone number of principal executive offices)

15911 East Sunburst Drive
Fountain Hills, AZ 85268
(480) 837-6029
-----------------------------------------
(Address of principal place of business or intended principal
place of business)

Christos E. Loukas
15911 East Sunburst Drive
Fountain Hills, AZ 85268
(480) 837-6029
-----------------------------------------
(Name, address and telephone number of agent for service)

Copies to:
NevWest Securities Corporation
2654 West Horizon Ridge Pkwy, Suite B-3
Henderson, NV 89052
(702) 257-4660

Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same offering. [ ] ______________________________________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
__________________________________

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
__________________________________

If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]

----------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------
Tile of each Dollar Proposed Proposed Amount of
class of amount to maximum maximum registration
securities to be offering aggregate fee
be registered registered price per offering
unit price(1)
----------------------------------------------------------------------
Common Stock $36,000.00 $0.05 $36,000.00 $3.32
----------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the
registration fee under the Securities Act.

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

PAGE-1-

Prospectus
SGC Holdings, Inc.
720,000 Shares of Common Stock

SGC Holdings, Inc. is registering an aggregate of 720,000
shares of SGC Holdings, Inc.'s common stock to be sold, from
time to time, by one or more of the selling stockholders of SGC
Holdings, Inc.

The selling shareholders will sell at a price of $0.05 per share
until the shares are quoted on the OTC Bulletin Boardr or in
another quotation medium and, thereafter, at prevailing market
prices or privately negotiated prices. The registrant
anticipates that firms that sell any of the shares for accounts
of the selling stockholders will charge normal brokerage
commissions. However, the registrant cannot provide specific
information pertaining to the identity of such firms and/or the
amount of such commissions. SGC Holdings, Inc. and the selling
stockholders have no brokerage agreements or other agreements for
the sale of the shares. The costs of selling the shares, by a
conservative estimate, should not exceed ten percent of the gross
value of the stock. The proceeds from the sale of the shares
will go directly to the selling stockholders and will not be
available to SGC Holdings, Inc.

Prior to this offering, there has been no public market for SGC
Holdings, Inc.'s common stock.

INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" STARTING ON PAGE 5.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.

The date of this prospectus is August 22, 2003

PAGE-2-

TABLE OF CONTENTS

PAGE

Summary Information and Risk Factors. 4

Use of Proceeds. 7

Determination of Offering Price. 7

Dilution. 7

Selling Security Holders. 7

Plan of Distribution. 8

Legal Proceedings. 10

Directors, Executive Officers, Promoters and Control Persons. 10

Security Ownership of Certain Beneficial Owners and Management. 10

Description of Securities. 11

Interest of Named Experts and Counsel. 11

Disclosure of Commission Position of Indemnification for

Securities Act Liabilities. 11

Description of Business. 12

Management's Discussion and Plan of Operation. 18

Description of Property. 20

Certain Relationships and Related Transactions. 20

Market for Common Equity and Related Stockholder Matters. 20

Executive Compensation. 21

Financial Statements. 22

Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure. 41

PAGE-3-

Summary Information and Risk Factors.

The Company

Headquartered in Fountain Hills, Arizona, SGC Holdings, Inc.
("SGC Holdings, Inc." or the "Company") was organized by the
filing of articles of incorporation with the Secretary of State
of the State of Nevada on December 5, 2001. SGC Holdings, Inc.
is a development stage company, which plans to develop a network
of casual dining restaurants under the name "St. George Clipper."
SGC Holdings, Inc. is a company without revenue or substantive
operations, with minimal assets, and its primary source of
capital to date has been the sale of its own securities.

St. George Clipper restaurants will have a diverse menu including
Italian, Greek, Mexican, and American dishes. SGC Holdings, Inc.
plans to capitalize on the expertise and experience of Christos
E. Loukas, SGC Holdings, Inc.'s founder. From 1969 to 1994, Mr.
Loukas owned and operated a diner located in Staten Island, NY,
under the name "St. George Clipper." SGC Holdings, Inc.'s
restaurants will draw their concept primarily from that original
St. George Clipper diner.

SGC Holdings, Inc.'s administrative office is located at 15911
East Sunburst Drive, Fountain Hills, Arizona 85268, telephone
(480) 837-6029.

SGC Holdings, Inc.'s fiscal year end is December 31.

SGC Holdings, Inc. is authorized to issue 25,000,000 shares of
Common Stock, $0.001 par value. As of the date of this
prospectus, there are 2,720,000 shares of Common Stock
outstanding held by approximately thirty-seven (37) shareholders
of record.

Summary Financial Information

The summary financial data are derived from the historical
financial statements of SGC Holdings, Inc. This summary
financial data should be read in conjunction with "Management's
Discussion and Plan of Operations" as well as the historical
financial statements and the related notes thereto, included
elsewhere in this prospectus.

Balance Sheet Data
June 30 December 31, December 31,
2003 2002 2001
------------- -------------- --------------
Assets $ 22,487 $ 28,458 $ 218
Liabilities $ 2,000 $ 504 $ -
Stockholders' equity: $ 22,487 $ 27,954 $ 218

Statement of Operations Data

Three For the December 5, 2001 December 5, 2001
Months Ended year ended (Inception) to (Inception) to
June 30, December 31, December 31, June 30,
2003 2002 2001 2003
---------------------------------------------------------------
Revenue $ - $ - $ - $ -
Total 5,371 8,264 1,782 17,513
expenses ---------------------------------------------------------------
Net (loss) $ (5,371) $ (8,264) $ (1,782) $(17,513)
---------------------------------------------------------------
Net (loss) $ (0.00) $ (0.00) $ (0.00)
per share ===============================================================

PAGE-4-

The Offering

The offering consists entirely of shares offered by the selling
stockholders. SGC Holdings, Inc. is offering no shares. The
selling stockholders are offering 720,000 shares of common stock
as soon as practicable after this Registration Statement becomes
effective. The selling shareholders will sell at a price of
$0.05 per share until the shares are quoted on the OTC Bulletin
Boardr or in another quotation medium and, thereafter, at
prevailing market prices or privately negotiated prices.

The proceeds of the offering will go directly to the selling
stockholders. None of the proceeds will be available to SGC
Holdings, Inc.

SGC Holdings, Inc.'s Transfer Agent is Executive Registrar &
Transfer Agency, 3118 W. Thomas Road, Suite 707, Phoenix, AZ
85017, phone (602) 415-1273.

SGC Holdings, Inc. has agreed to pay all costs and expenses
relating to the registration of its common stock, but the selling
stockholders will be responsible for any related commissions,
taxes, attorney's fees, and related charges in connection with
the offer and sale of the shares. The selling stockholders may
sell their common stock through one or more broker/dealers, and
such broker/dealers may receive compensation in the form of
commissions.

Risk Factors

Investment in the securities offered hereby involves certain
risks and is suitable only for investors of substantial financial
means. Below is a summary of risk factors that SGC Holdings,
Inc. deems material for investors in this offering. Prospective
investors should carefully consider these risk factors in
addition to the other information contained in this prospectus,
before making an investment decision concerning the common stock.

AUDITORS EXPRESSED SUBSTANTIAL DOUBT ABOUT SGC HOLDINGS, INC.'S
ABILITY TO CONTINUE AS A GOING CONCERN

SGC Holdings, Inc. has yet to commence planned operations. As of
the date of this prospectus, SGC Holdings, Inc. has had only
limited start-up operations and generated no revenues. Taking
these facts into account, the independent auditors of SGC
Holdings, Inc. have expressed substantial doubt about SGC
Holdings, Inc.'s ability to continue as a going concern.

SGC HOLDINGS, INC. WILL NOT BE ABLE TO CONTINUE IN BUSINESS
WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE

SGC Holdings, Inc. has limited capital resources. SGC Holdings,
Inc. needs $2 million to finance its first restaurant but, as of
yet, has no funding sources available for the $2 million. If such
funding is not secured, SGC Holdings, Inc. will not be able to
conduct business operations. Thus, SGC Holdings, Inc. will
experience liquidity and solvency problems in the next twelve
months if additional financing is not available. SGC Holdings,
Inc. has no intention of liquidating. The intention is to raise
additional money and open a restaurant. In the event SGC
Holdings, Inc. is unable to raise additional funds, it will
go out of business and will be forced to liquidate.

PAGE-5-

"Going out of business" as used in this prospectus refers to one
or several of the following scenarios. In scenario one, SGC Holdings,
Inc. would not be able to raise capital and to open a restaurant,
resulting in SGC Holdings, Inc.'s going out of business before being
in business and selling food. In scenario two, SGC Holdings, Inc.
would be able to raise a portion of funds but not able to open the
restaurant due to lack of funds, in which case SGC Holdings, Inc. will
liquidate assets and pursue other means necessary to do what is best
for the company and its shareholders. In scenario three, SGC Holdings,
Inc. would raise funds to open a restaurant but the restaurant would
fail after it is open, in which case SGC Holdings, Inc. would be in a
position to liquidate and discontinue operations.

SGC HOLDINGS, INC.'S RESTAURANT MIGHT NOT PROVE PROFITABLE

As the restaurant business is highly risky, yielding a historically
high failure rate, SGC Holdings, Inc.'s restaurant might not prove
profitable.

CONTROL BY CURRENT MANAGEMENT MAY IMPEDE THE ABILITY OF MINORITY
SHAREHOLDERS TO EXERCISE CONTROL OVER SGC HOLDINGS, INC.

The current president and CEO beneficially owns approximately 74%
of the outstanding common stock. As a result, this stockholder
could exercise control over all matters requiring stockholder
approval, including the election of directors and approval of
significant corporate transactions. This concentration of
ownership may have the effect of delaying or preventing a change
in control of SGC Holdings, Inc.

POTENTIAL CONFLICTS OF INTEREST MAY JEOPARDIZE THE BUSINESS OF
SGC HOLDINGS, INC.

The implementation of the business plan of SGC Holdings, Inc.
depends substantially on the ideas, skills, and experience of
Christos Loukas. Without an employment contract, SGC Holdings,
Inc. may lose Mr. Loukas to other pursuits without a sufficient
warning and, consequently, go out of business.

Mr. Loukas is involved in other business activities and may, in
the future, become involved in other business opportunities. If
a specific business opportunity becomes available, Mr. Loukas may
face a conflict in selecting between SGC Holdings, Inc. and his
other business interests. SGC Holdings, Inc. has not and, at
the time, does not anticipate that it will formulate a policy
for the resolution of such conflicts.

CHRISTOS LOUKAS WILL NOT WORK FULL-TIME FOR SGC HOLDINGS, INC.
UNTIL SUCH TIME AS SGC HOLDINGS, INC. HAS SECURED FUNDING
NECESSARY FOR ITS FIRST RESTAURANT

Mr. Loukas is a bartender at Fire Rock Golf & Country Club
in Fountain Hills, Arizona. Mr. Loukas will continue to work at
Fire Rock Golf & Country Club as a bartender until such time as
SGC Holdings, Inc. has secured funding necessary for its first
restaurant. Mr. Loukas will dedicate 20 hours a week towards
that goal. Once funding is secured, Mr. Loukas will work full
time for SGC Holdings, Inc. and quit his job at Fire Rock Golf &
Country Club.

SHOULD A TRADING MARKET IN THE STOCK OF SGC HOLDINGS, INC. FAIL
TO DEVELOP, THE INVESTORS IN THIS OFFERING MAY LOSE THEIR ENTIRE
INVESTMENT

As of the date of this prospectus, there is no public market for
SGC Holdings, Inc.'s Common Stock. This prospectus is a step
toward creating a public market for SGC Holdings, Inc.'s stock,
which may enhance the liquidity of SGC Holdings, Inc.'s shares.
However, there can be no assurance that a meaningful trading
market will develop. Should a trading market in the stock of SGC
Holdings, Inc. fail to develop, the investors in this offering
may lose their entire investment.

Penny Stock Regulation

The SEC has adopted rules that regulate broker/dealer practices
in connection with transactions in penny stocks. Penny stocks
generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange system). The penny stock
rules require a broker/dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny
stock, the compensation of the broker/dealer, and its salesperson
in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such
rules, the broker/dealer must make a special written
determination that a penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the
transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in any secondary market
for a stock that becomes subject to the penny stock rules, and
accordingly, customers in company securities may find it
difficult to sell their securities, if at all.

PAGE-6-

Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements, including
statements concerning possible or assumed future results of
operations of SGC Holdings, Inc. and those preceded by, followed
by or that include the words "may," "should," "could," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms and
other comparable terminology. Investors should understand that
the risk factors described above, in addition to those discussed
elsewhere in this document, could affect SGC Holdings, Inc.'s
future results and could cause those results to differ materially
from those expressed in such forward-looking statements.

Use of Proceeds.

The proceeds of the offering will go directly to the selling
stockholders. None of the proceeds will be available to SGC
Holdings, Inc.

Determination of Offering Price.

As there is no public market in the shares, SGC Holdings, Inc.
used the price of $0.05 per share, which is what the Selling
Shareholders had paid for their shares, as the benchmark offering
price. The Selling Shareholders will sell at a price of $0.05
per share until the shares are quoted on the OTC Bulletin Boardr
or in another quotation medium and, thereafter, at prevailing
market prices or at privately negotiated prices.

Dilution.

Not applicable.

Selling Security Holders.

The following table sets forth (i) the number of outstanding
shares, beneficially owned by the selling stockholders prior to
the offering; (ii) the aggregate number of shares offered by each
such stockholder pursuant to this prospectus; and (iii) the
amount and the percentage of the class to be owned by such
security holder after the offering is complete:

Name of Beneficial Owner # of # of # of % of
of Common Stock Shares Shares Shares Shares
Benefici Offered Benefic Benefici
ally ially ally
Owned Owned Owned
before after after
the the the
Offering Offering Offering
-------------------------------------------------------------------
Chris C. Allen 20,000 20,000 0 0.00%
Thomas E. Beck 20,000 20,000 0 0.00%
Bernard Clinton 20,000 20,000 0 0.00%
Suzanne M. Dupke 20,000 20,000 0 0.00%
Alfred Garcia 20,000 20,000 0 0.00%
Donna T. Gilbrech 20,000 20,000 0 0.00%
Joe R. Glenn 20,000 20,000 0 0.00%
Carl F. Grover & Pamela 20,000 20,000 0 0.00%
M. Grover
Jack Hester 20,000 20,000 0 0.00%
Jake Jacobson 20,000 20,000 0 0.00%
Nicole Jones 20,000 20,000 0 0.00%
Kelly Jones 20,000 20,000 0 0.00%
William J Karbula 20,000 20,000 0 0.00%
Geraldine J. Laurent 20,000 20,000 0 0.00%
Kenneth Laurent 20,000 20,000 0 0.00%
Todd S Laurent 20,000 20,000 0 0.00%
Melissa M. Loukas 20,000 20,000 0 0.00%
Georgia Loukas 20,000 20,000 0 0.00%
Evan E. Loukas 20,000 20,000 0 0.00%
David Palmieri 20,000 20,000 0 0.00%
Mary Piccolo 20,000 20,000 0 0.00%
James P. Piccolo 20,000 20,000 0 0.00%
Lynn-Cole Capital 20,000 20,000 0 0.00%
Corporation c/o Victoria
P. Quiel

PAGE-7-

Legend Advisory 20,000 20,000 0 0.00%
Corporation c/o Mike Quiel
Michelle Quinlan 20,000 20,000 0 0.00%
Michael Quinlan 20,000 20,000 0 0.00%
Jeff Quittenbaum 20,000 20,000 0 0.00%
Michael H. Sanchez 20,000 20,000 0 0.00%
Joel R. Saxen 20,000 20,000 0 0.00%
Harold W. Sciotto 20,000 20,000 0 0.00%
SLS Financial Services, 20,000 20,000 0 0.00%
Inc. c/o Stephen L. Smith
Edward L Stowe 20,000 20,000 0 0.00%
Carl Suter 20,000 20,000 0 0.00%
Nicholas R. Toppel 20,000 20,000 0 0.00%
Dale G. Trier 20,000 20,000 0 0.00%
Christopher L. Walsh 20,000 20,000 0 0.00%
-------------------------------------------------------------------

None of the selling stockholders has been affiliated with SGC
Holdings, Inc. in any capacity in the past three years.

Melissa M. Loukas, Georgia Loukas, and Evan E. Loukas are
children of Mr. Christos Loukas, the President & CEO of SGC
Holdings, Inc.

None of the selling stockholders is a broker/dealer nor an
affiliate of a broker/dealer.

Plan of Distribution.

The selling stockholders may offer their shares at various times
in one or more of the following transactions:
* in the over-the-counter market;
* on any exchange on which the shares may hereafter be listed;
* in negotiated transactions other than on such exchanges;
* by pledge to secure debts and other obligations;

PAGE-8-

* in connection with the writing of non-traded and exchange-
traded call options, in hedge transactions, in covering
previously established short positions and in settlement of other
transactions in standardized or over-the-counter options; or
* in a combination of any of the above transactions.

The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed
prices. The selling shareholders will sell at a price of $0.05
per share until the shares are quoted on the OTC Bulletin Boardr
or in another quotation medium and, thereafter, at prevailing
market prices or privately negotiated prices.

The selling stockholders may use broker/dealers to sell their
shares. The broker/dealers will either receive discounts or
commissions from the selling stockholders, or they will receive
commissions from purchasers of shares.

Some of the selling stockholders may be eligible and may elect to
sell some or all of their shares pursuant to additional
exemptions to the registration requirements of the Securities
Act, including but not limited to, Rule 144 promulgated under the
Securities Act, rather than pursuant to this Registration
Statement.

Under certain circumstances the selling stockholders and any
broker/dealers that participate in the distribution may be deemed
to be "underwriters" within the meaning of the Securities Act.
Any commissions received by such broker/dealers and any profits
realized on the resale of shares by them may be considered
underwriting discounts and commissions under the Securities Act.
The selling stockholders may agree to indemnify such
broker/dealers against certain liabilities, including liabilities
under the Securities Act.

The selling stockholders will also be subject to applicable
provisions of the Exchange Act and regulations under the Exchange
Act, which may limit the timing of purchases and sales of the
shares by the selling stockholders. Under the rules and
regulations of the Exchange Act, any person engaged in the
distribution or the resale of shares may not simultaneously
engage in market making activities with respect to SGC Holdings,
Inc.'s common stock for a period of two business days prior to
the commencement of such distribution.

The selling stockholders will pay all commissions, transfer fees,
and other expenses associated with the sale of securities by
them. The shares offered hereby are being registered by SGC
Holdings, Inc., and SGC Holdings, Inc. has paid the expenses of
the preparation of this prospectus. SGC Holdings, Inc. has not
made any underwriting arrangements with respect to the sale of
shares offered hereby.

SGC Holdings, Inc. has engaged the services of NevWest Securities
Corporation, a registered broker/dealer for purposes of assisting
SGC Holdings, Inc., its legal counsel, and independent auditing
firm in (a) compiling the documentation requisite to the
preparation of reporting documents; (b) preparing this
prospectus/registration statement; (c) compiling supplemental
documentation as required by applicable state or federal
securities rules and regulations; and (d) preparing comment
letter responses and amended filings. The role of NevWest
Securities Corporation in this offering is strictly limited to
the consulting/advisory work in the context of preparation of the
offering documents. NevWest Securities Corporation will not
participate, directly or indirectly, in the distribution of the
offering in any capacity. The combined total actual and
anticipated compensation to NevWest Securities Corporation for
such services rendered is $2,600.00.

PAGE-9-

Legal Proceedings.

No director, officer, significant employee, or consultant of SGC
Holdings, Inc. has been convicted in a criminal proceeding,
exclusive of traffic violations.

No director, officer, significant employee, or consultant of SGC
Holdings, Inc. has been permanently or temporarily enjoined,
barred, suspended, or otherwise limited from involvement in any
type of business, securities or banking activities.

No director, officer, significant employee, or consultant of SGC
Holdings, Inc. has been convicted of violating a federal or state
securities or commodities law.

SGC Holdings, Inc. is not a party to any pending legal
proceedings.

Directors, Executive Officers, Promoters and Control Persons.

Directors, Executive Officers, Promoters and Control Persons

Each of SGC Holdings, Inc.'s directors is elected by the
stockholders to a term of one (1) year and serves until his or
her successor is elected and qualified. Each of the officers is
appointed by the Board of Directors to a term of one (1) year and
serves until his or her successor is duly elected and qualified,
or until he or she is removed from office. The Board of
Directors has no nominating, auditing, or compensation
committees.

The following table sets forth certain information regarding the
executive officer and director of SGC Holdings, Inc. as of the
date of this prospectus:

NAME AGE POSITION
-----------------------------------------------------------------------------
Christos E. Loukas 61 President & Chief Executive Officer, Director
-----------------------------------------------------------------------------

Christos E. Loukas has held his office/position since inception,
and is expected to hold his office/position until the next annual
meeting of SGC Holdings, Inc.'s stockholders.

Christos E. Loukas, President & Chief Executive Officer,
Director, brought his Greek heritage to the United States when he
moved there in 1969. In the same year, Mr. Loukas purchased the
Bay Street Diner & Bar named "St. George Clipper" located in
Staten Island, New York. After 25 years of running St. George
Clipper, Mr. Loukas sold the restaurant in 1994. From January
1998 to July 1999, Mr. Loukas was a bartender at Desert Forest
Golf & Country Club in Scottsdale, Arizona. From July 1999 to
present, Mr. Loukas has been a bartender at Fire Rock Golf &
Country Club in Fountain Hills, Arizona.

Mr. Loukas will continue to work at Fire Rock Golf & Country
Club as a bartender until such time as SGC Holdings, Inc. has
secured funding necessary to open its first restaurant. Mr.
Loukas will dedicate 20 hours a week towards that goal. Once
funding is secured, Mr. Loukas will work full time for SGC
Holdings, Inc. and quit his job at Fire Rock Golf & Country Club.

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information as of the date
of this offering with respect to the beneficial ownership of SGC
Holdings, Inc.'s Common Stock by all persons known by SGC
Holdings, Inc. to be beneficial owners of more than 5% of any
such outstanding classes, and by each director, executive
officer, and significant employee and by all officers, directors,
and significant employees as a group. Unless otherwise
specified, the named beneficial owner has, to SGC Holdings,
Inc.'s knowledge, either sole or majority voting and investment
power.

PAGE-10-

COMMON STOCK
------------
Name and Address of Beneficial owner Number of Shares % of Class
--------------------------------------------------------------------------
Christos E. Loukas 2,000,000 74%
c/o SGC Holdings, Inc., 15911
East Sunburst Drive, Fountain
Hills, Arizona 85268

All Executive Officers and 2,000,000 74%
Directors as a Group
--------------------------------------------------------------------------

Description of Securities.

SGC Holdings, Inc., a Nevada corporation, is authorized to issue
25,000,000 shares of Common Stock, $0.001 par value. The holders
of Common Stock (i) have equal rights to dividends from funds
legally available therefore, ratably when as and if declared by
the Board of Directors of SGC Holdings, Inc.; (ii) are entitled
to share ratably in all assets of SGC Holdings, Inc. available
for distribution to holders of Common Stock upon liquidation,
dissolution, or winding up of the affairs of SGC Holdings, Inc.;
(iii) do not have preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions applicable
thereto; (iv) are entitled to one non-cumulative vote per share
of Common Stock, on all matters which stockholders may vote on at
all meetings of Shareholders; and (v) the holders of Common Stock
have no conversion, preemptive or other subscription rights.
There is no cumulative voting for the election of directors. As
of the date of this prospectus, there are 2,720,000 shares of
Common Stock outstanding held by approximately thirty-seven (37)
shareholders of record.

Interest of Named Experts and Counsel.

None.

Disclosure of Commission Position of Indemnification for
Securities Act Liabilities.

Indemnification of Directors and Officers

SGC Holdings, Inc.'s Articles of Incorporation, its Bylaws, and
certain statutes provide for the indemnification of a present or
former director or officer. See Item 24 "Indemnification of
Directors and Officers."

The Securities and Exchange Commission's Policy on Indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to any
provisions contained in its Certificate of Incorporation, or
Bylaws, or otherwise, the registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.

PAGE-11-

Description of Business.

A. Business Development and Summary

Headquartered in Fountain Hills, Arizona, SGC Holdings, Inc. was
organized by the filing of articles of incorporation with the
Secretary of State of the State of Nevada on December 5, 2001.
SGC Holdings, Inc. plans to (1) open a concept restaurant under
the name "St. George Clipper" and (2) expand the "St. George
Clipper" concept into a restaurant chain. Christos E. Loukas,
SGC Holdings, Inc.'s founder and President, previously owned and
operated a diner named "St. George Clipper" in Staten Island, New
York. The original St. George Clipper, which Mr. Loukas sold in
1994 after 25 years of owning and operating it, now serves as the
prototype for SGC Holdings, Inc.'s restaurant concept.

SGC Holdings, Inc.'s business activities have been limited to
date. SGC Holdings, Inc. was formed on December 5th, 2001 for
the purpose of raising capital and opening St. George Clipper
restaurants. SGC Holdings, Inc. wanted to raise capital but was
unable to find investors until July of 2002. SGC Holdings, Inc.
closed a private offering of common stock in August 2002. In the
offering, SGC Holdings, Inc. issued 720,000 shares of its $0.001
par value common stock for cash at $0.05 per share to thirty-six
shareholders for total consideration of $36,000.00. The intended
uses of proceeds include a feasibility & demographics study;
kitchen & architectural plans; manuals, handbooks & recipes; and
working capital.

SGC Holdings, Inc. is currently in the process of locating a
space to lease, hiring an architect for kitchen and restaurant
design concepts, and procuring recipes and equipment.

As of the date of this prospectus, SGC Holdings, Inc. is a
company without revenue or substantive operations, with minimal
assets, and its primary source of capital to date has been the
sale of its own securities.

B.Business of Issuer

(1) Principal Services and Principal Markets

Principal Services

The concept of a St. George Clipper restaurant focuses primarily
of a nautical theme expressed in a design reminiscent of a
sailing ship. SGC Holdings, Inc. also believes that long
operating hours from breakfast to dinner and signature offerings,
such as western ribs, may augment the concept and brand image.

St. George Clipper will be a sit-down restaurant with table
service. It will have a salad bar and a dessert bar. The salad
bar will include both hot and cold items and have dual usage for
special events or holidays.

SGC Holdings, Inc. plans to provide a unique combination of
excellent food at value prices with a fun and entertaining
atmosphere. In a highly competitive casual-dining market, SGC
Holdings, Inc. plans to differentiate its restaurants by offering
a diverse menu including Italian, Greek, Mexican, and American
dishes. Menu items will include Western beef baby-back ribs,
chicken, seafood, appetizers, salads, sandwiches, burgers, eggs
and omelets, pancakes, French toast, a menu for children age 12
and under, and specialty drinks. SGC Holdings, Inc.'s primary
goal is to serve nothing but the highest quality food at low
prices in a clean, fun environment.

PAGE-12-

The following is a list of features that, in SGC Holdings, Inc.'s
view, will distinguish its concept from other casual dining
restaurants:

* 1/3 lb. Clipper Specialty Beefburger lunch. This special
treat will greet weekday lunch guests from 11:00 a.m. till 2:30
p.m. The Clipper Specialty Beefburgers will be ground fresh
daily and seasoned with a custom blend of spices designed to
enhance the taste. To complement the sandwiches, SGC Holdings,
Inc. will have a "sandwich fixings" bar with sliced tomatoes,
onions, chopped lettuce, pickles, relish, and other sandwich
condiments.
* Breakfast. Depending upon location, SGC Holdings, Inc. will
serve a full breakfast, including fresh fruits in-season, cold
juices, hot breakfast items, and cook-to order omelets from a
display grill.
* Guided Tours. SGC Holdings, Inc. will offer every new guest
a guided tour explaining the restaurant's concept. SGC Holdings,
Inc. believes that by doing this it can exceed the guest's
perception of service.
* Dinner All Day on Saturdays and Sundays. SGC Holdings, Inc.
will feature the dinner menu all day on Saturday and Sunday.
Since both days are busy all day long, SGC Holdings, Inc.
restaurants will not shut down at midday.
* Reduced Dinner Pricing. On Monday through Thursday the
dinner price will be slightly lower than on Friday through
Sunday. On weekends, SGC Holdings, Inc. will more expensive
items to the menu, including fried shrimp and steaks.
* Competitive Lunch Pricing. SGC Holdings, Inc. plans to keep
lunch prices as low as possible to compete with fast-food
restaurants. At lunch, SGC Holdings, Inc. will offer its
customers "packaged" menu items, including a traditional sandwich
with fries and a drink, but also with a salad, a dessert and a
selection of hot food items.

Planned Facilities

SGC Holdings, Inc. restaurants will range in size from 7,000-
10,000 square feet and will seat from 300 to 400 guests each.
SGC Holdings, Inc. will equip the restaurants with state-of-the-
art sound systems connected to old-fashioned jukeboxes, which the
customers will be able to use for free to select their favorite
country and western songs. Every restaurant will be built-out to
SGC Holdings, Inc.'s general prototype specifications of such
modules as the bar area, salad bar, dessert bar, etc.

SGC Holdings, Inc. will base the site and building selection on
the following criteria:

* Minimum community size of 40,000 people within five miles.
* High visibility.
* Easy access to parking lot with a minimum of 120 parking spaces.
* Mid- to low-cost land not to exceed a total of $600,000.
* Heavy blue-collar worker makeup in the community.
* No overabundance of competition in the trade area.

SGC Holdings, Inc. is currently reviewing several locations,
which it is considering for a lease. Until the first location is
identified, it is extremely difficult to delineate the time frame
it will take to open the first restaurant and begin operations.
SGC Holdings, Inc. believes, once the location is identified and
additional capital is raised, it will take four to five months to
complete the build-out and begin operations. The first location
is expected to be in Fountain Hills, Scottsdale, or Phoenix in
Maricopa County, Arizona. Once SGC Holdings, Inc. identifies a
suitable building for lease, it will seek a contractor and an
architect to design and build out the space. No arrangements
with a contractor or an architect are in place as of the date of
this prospectus.

PAGE-13-

SGC Holdings, Inc. considers the restaurant site selection
process critical to its long-term success and plans to devote
significant efforts to the investigation of new locations
utilizing a variety of techniques. The site selection process
will include the evaluation of trade area demographics, such as
target population density and household income levels; physical
site characteristics such as visibility, accessibility and
traffic volume; relative proximity to activity centers such as
shopping centers, hotel and motel complexes and office buildings;
and supply and demand trends, such as proposed infrastructure
improvements, new developments, and potential competition.

(2) Distribution Methods of the Products or Services

Marketing and Advertising

SGC Holdings, Inc. believes that the best form of advertising is
"word-of-mouth." In addition to word-of-mouth advertising, SGC
Holdings, Inc. plans to employ a combination of local media and
local store marketing programs at each location. In particular,
SGC Holdings, Inc. will rely on the following (in order of
decreasing feasibility):

1. Visual Media, including

* grand opening advertising blitz involving banner and road-
sign advertising on site;
* direct mail flyers (SGC Holdings, Inc. envisions a stand-
alone folded piece measuring 6" by 7.5" in size, produced in full
color on heavy-weight paper) containing pictures of the interior
of the restaurant, prices, hours of operation, theme night
announcements, and a locator map;
* table toppers explaining the concept, announcing theme
nights, advertising gift certificates, announcing job openings,
and possibly mentioning franchise opportunities;
* brochures and handouts listing special features and
advertising service options for large parties, banquets, or
buses;
* wall posters; and
* outdoor marquee message changed weekly.

2. Promotional Events, including

* in-store tours offered to every new customer;
* VIP parties including a VIP lunch and a VIP dinner, which
will serve as a way to introduce SGC Holdings, Inc. to the
community just ahead of the grand opening at each location (SGC
Holdings, Inc. will run the lunch on a Monday followed by the
dinner on a Tuesday, with the Grand Opening on a Wednesday);
* yearly birthday parties for loyal customers;
* customer raffles for western apparel or SGC Holdings, Inc.
artifacts; and
* line dance contest with nominal prizes such as St. George
Clipper t-shirts.

PAGE-14-

3. Local Mass Media, including

* radio campaigns, which may include (a) short and catchy
radio ads; (b) live remotes on restaurant parking lots; (c)
sponsored radio call-in contests with free meal coupons as the
prize; (d) live "on the air" presentations of food products to
disk jockeys;
* newspaper campaigns; and
* local cable TV.

Community Support

In order to enhance local awareness and promote a positive
community image of SGC Holdings, Inc., SGC Holdings, Inc. will
run periodic Local Store Marketing (LSM) community campaigns.
These low-budget campaigns will provide community support and
awareness of its facilities. SGC Holdings, Inc. plans to run
approximately two or three LSM campaigns per marketing quarter.
Examples of possible LSM campaigns include a charity car wash
(free car wash while you dine) and a school program (perfect
attendance or honor roll students would receive a free meal).

SGC Holdings, Inc. will also consider running its VIP parties as
local charity events. SGC Holdings, Inc. may choose a local
charity to be the beneficiary of the VIP parties, at which the
guests will eat for a small contribution to the hosting charity.

Pricing Strategy

SGC Holdings, Inc. plans to offer a moderately priced menu.
While SGC Holdings, Inc. is not striving to be the lowest priced
restaurant around, SGC Holdings, Inc. is aiming to be the value
leader. Presently, SGC Holdings, Inc. has no plans for
coupon/discounting wars nor the birthday or frequent buyer clubs.

(3) Status of any announced new product or service

None.

(4) Competitive business conditions

SGC Holdings, Inc. plans to enter the casual dining market. The
restaurant business in general and the casual dining segment in
particular are highly competitive with respect to price, service,
restaurant location and food quality, and are often affected by
changes in consumer tastes, economic conditions, population and
traffic patterns. SGC Holdings, Inc. will compete within each
market with locally owned restaurants as well as national and
regional restaurant chains. Examples of major competitors
include such national restaurant chain operators as Applebee's,
Darden Restaurants, and Brinker International.

Although SGC Holdings, Inc. will compete mainly against casual
dining restaurants and family value restaurants, large fast-food
chains, such as Burger King, McDonald's, and Taco Bell, may also
present a competitive challenge.

SGC Holdings, Inc. plans to capture and retain its target
customer groups by offering an attractive value/price
relationship.

(5) Sources and availability of raw materials

The ability of SGC Holdings, Inc. to ensure a consistent supply
of high-quality food and supplies at competitive prices to its
restaurants will depend upon procurement from reliable sources.
Given a large number of competitive suppliers for the industry,
SGC Holdings, Inc. does not expect that it will
disproportionately depend on one or a group of suppliers. SGC
Holdings, Inc. believes that most food products are available, or
can be made available upon short notice, from a variety of
qualified suppliers. Because of the relatively rapid turnover of
perishable food products, inventories in the restaurants have a
modest aggregate dollar value in relation to revenues.

PAGE-15-

SGC Holdings, Inc. does not anticipate a significant overall
impact from inflation. As operating expenses increase, SGC
Holdings, Inc. plans, to the extent permitted by competition, to
recover increased costs by increasing menu prices, by reviewing,
then implementing, alternative products or processes, or by
implementing other cost-reduction procedures. There can be no
assurance, however, that SGC Holdings, Inc. will be able to
recover increases in operating expenses due to inflation in this
manner.

As of the date of the prospectus SGC Holdings, Inc. has not
entered into any agreements with suppliers of food products or
other materials.

(6) Customers

SGC Holdings, Inc. believes that, with more money in their
pockets than time on their hands, a growing number of working
adults today are dining at their favorite casual restaurants.
For most clients, eating out at family/casual dining restaurants
appears to be primarily a matter of convenience: fewer and fewer
households have the time to cook at home. That phenomenon makes
it critical for restaurants to offer a wide range of menu
options. In fact, menu choices, along with management and
cleanliness/hygiene, are among the most viral issues in this
category, meaning they are the issues most likely to be discussed
among consumers.

SGC Holdings, Inc. intends to capitalize on the perceived demand
for casual restaurants with a widely diversified menu. SGC
Holdings, Inc. plans to be the first mover in the in the
"Italian, Greek, Mexican and American" concept with the goal of
eventually becoming a national player.

SGC Holdings, Inc. has defined its target market segments by the
following factors:

* Demographics.

* Income.

* Occupation.

Depending on the demographic, income, and occupation profile of
a selected location, SGC Holdings, Inc. will structure its menu,
operating hours, and marketing efforts to maximize its appeal in a
particular area.

As of the date of the prospectus, SGC Holdings, Inc. has not
conducted any marketing studies. However, on April 1, 2003, SGC
Holdings, Inc. contracted GEC Consultants, an independent
consulting firm, to perform a feasibility study, which will
include demographics. The main part of the study addressing
financial requirements, break-even analysis, and projections was
completed in June 2003. As SGC Holdings, Inc. has not yet
selected its first location, no specific demographic studies are
ready as of the date of this prospectus. SGC Holdings, Inc. is
currently reviewing a few locations and is trying to identify
acceptable lease terms.

PAGE-16-

(7) Intellectual Property

SGC Holdings, Inc. enters a highly competitive market with low
barriers to entry. To a large extent the success of SGC
Holdings, Inc. will depend on the company's ability to build a
strong brand based on the "St. George Clipper" name. Presently,
the "St. George Clipper" name is not protected by a trademark or
a similar legal right.

(8) Need for Government Approval

Each restaurant will be subject to regulation by federal agencies
and to licensing and regulation by state and local health,
sanitation, safety, fire, alcoholic control boards and other
departments. Difficulties or failures in obtaining any required
licensing or approval could result in delays or cancellations in
the opening of new restaurants.

SGC Holdings, Inc. will also be subject to the Fair Labor
Standards Act and various state laws governing such matters as
minimum wages, overtime and other working conditions. A
significant number of SGC Holdings, Inc.'s employees will be paid
at rates related to the federal and state minimum wage and
increases in the minimum wage will increase SGC Holdings, Inc.'s
labor costs.

In addition, various proposals which would require employers to
provide health insurance for all of their employees are being
considered from time to time in the U.S. Congress and various
states. The imposition of any such requirement would have a
material adverse impact on the planned operations of SGC
Holdings, Inc. and the financial condition of the fast food
restaurant industry.

SGC Holdings, Inc. will be subject to certain guidelines under
the Americans with Disabilities Act of 1990 (ADA), and various
state codes and regulations, which require restaurants to provide
full and equal, access to persons with physical disabilities. SGC
Holdings, Inc. will also be subject to various evolving federal
state and local environmental laws governing, among other things,
emissions to the air, discharge to waters and the generation,
handling, storage, transportation, treatment and disposal of
hazardous and no-hazardous substances and wastes.

(9) Effect of existing or probable government regulations

Each of SGC Holdings, Inc.'s restaurants will be subject to
licensing and regulation by alcoholic beverage control, health,
environmental, labor relations, sanitation, building, zoning,
safety, fire and other agencies in the state and/or municipality
in which the restaurant is located. Although SGC Holdings, Inc.
does not anticipate to encounter any difficulties or failures in
obtaining the required licenses or approvals that could delay or
prevent the opening of a new restaurant, there can be no
assurance that SGC Holdings, Inc. will not experience material
difficulties or failures that could delay the opening of
restaurants in the future.

(10) Expenditures on Research and Development

None.

PAGE-17-

(11) Environmental Issues

Not applicable.

(12) Employees

SGC Holdings, Inc. presently has no employees. The management
may add five to thirty-five employees over the next twelve (12)
months period.

C.Reports to Security Holders

(1) After this offering, SGC Holdings, Inc. will furnish its
shareholders with annual financial reports certified by SGC
Holdings, Inc.' independent accountants, and may, in SGC
Holdings, Inc.' discretion, furnish unaudited quarterly financial
reports.

(2) After this offering, SGC Holdings, Inc. will file periodic
and current reports with the Securities and Exchange Commission
as required to maintain the fully reporting status.

(3) The public may read and copy any materials SGC Holdings, Inc.
files with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC. The address of that site
(http://www.sec.gov).

Management's Discussion and Plan of Operation.

This section must be read in conjunction with Audited Financial
Statements included in this prospectus.

A.Management's Discussion

SGC Holdings, Inc. was incorporated in the State of Nevada on
December 5, 2001. To date, SGC Holdings, Inc. has:

* secured initial capitalization through equity offerings,
* developed a business plan, and
* completed a financial feasibility study.

In the initial approximately nineteen-month operating period from
December 5, 2001 (inception) to June 30, 2003, SGC Holdings, Inc.
generated no revenues and incurred $17,513 in total general and
administrative expenses. The resulting cumulative net loss for the
period from December 5, 2001 (inception) to June 30, 2003 was $17,513,
approximately $0.01 . That loss is attributable primarily to the
costs of start-up operations.

SGC Holdings, Inc. financed its initial operations by issuing
common stock in exchange for cash and services.

PAGE-18-

B.Plan of Operation

SGC Holdings, Inc.'s start-up plan includes feasibility and
demographic studies aimed at selecting the location for the new
St. George Clipper restaurant. Depending on the results of such
studies, SGC Holdings, Inc. plans to develop specific
kitchen/architectural plans and take steps towards opening the
new St. George Clipper. Such steps may include the purchase or
lease of an existing structure. In order to finance these steps,
SGC Holdings, Inc. will seek additional financing. SGC
Holdings, Inc. needs $2 million to finance its first restaurant
but as of yet has no funding sources available for the $2
million. If such funding is not secured, SGC Holdings, Inc.
will not be able to conduct business operations. SGC Holdings,
Inc. has no intention of liquidating. The intention is to
raise additional money and open a restaurant. In the event SGC
Holdings, Inc. is unable to raise additional funds, it will
go out of business and will be forced to liquidate.
SGC Holdings, Inc. does not have any specific plans going
forward if it is unable to obtain financing. It is unclear,
which path the company will take, if SGC Holdings, Inc. doesn't
have capital. SGC Holdings, Inc. currently has no plans to
become a shell company to be used as a vehicle for a reverse
merger.

During the next twelve months, SGC Holdings, Inc. plans to
satisfy its cash requirements by additional equity financing.
This will be in the form of private placements of restricted
common stock. There can be no assurance that SGC Holdings, Inc.
will be successful in raising additional equity financing, and,
thus, be able to satisfy its cash requirements, which primarily
consist of legal and accounting fees at the present time. SGC
Holdings, Inc. currently does not have enough cash to satisfy the
opening of its first restaurant.

SGC Holdings, Inc. has no current material commitments. SGC
Holdings, Inc. depends upon capital to be derived from future
financing activities such as subsequent offerings of its stock.
There can be no assurance that SGC Holdings, Inc. will be
successful in raising the capital it requires. SGC Holdings,
Inc. does not expect to achieve liquidity or profitability within
the first 12 months of operation.

SGC Holdings, Inc. does not expect the purchase or sale of plant
or any significant equipment, except for the initial purchase of
restaurant equipment for the prototype, and it does anticipate
hiring at least 24 minimum wage employees and three full time
managers to run the prototype restaurant.

On April 1, 2003, SGC Holdings, Inc. contracted GEC Consultants,
an independent consulting firm, to perform a feasibility study. The
main part of the study addressing financial requirements, break-even
analysis, and projections was completed in June 2003. The cost
of the study was $4,000.

The preliminary estimates indicate that SGC Holdings, Inc. will need
approximately $2,000,000 to satisfy its cash requirements to open the
first restaurant of approximately 10,000 sq.ft. in the next 12 months.
With this amount of capital, SGC Holdings, Inc. intends to establish
its first prototype fast food restaurant, using the SGC Holdings, Inc.
theme. The following table presents a summary breakdown of this
cash requirement:

Professional Development $300,145.00
Location Site Realty $600,000.00
Fixtures, Equipment, and Furnishings $397,900.00
Buildout & Improvements $489,269.00
Working Capital $212,686.00
Total Facilities Cost $2,000,000.00

The specific steps required to open the first restaurant are (timeframes
are included in parentheses):

1) Feasibility study (already complete).
2) Additional capital raise (the next three to six months).
3) Determination of a location in Fountain Hills, Scottsdale, or
Phoenix in Maricopa County, Arizona (three to six months after
funding).
4) Demographic study of location selected (to be completed once
location is found).
5) Development of kitchen/architectural plans (to be completed once
location and demographic study are completed).
6) Construction (four to twelve months after completion of step 5).

The feasibility study concluded that a loan package of $ 1,750,000 at 7%
interest for a period of 240 months together with equity from shareholders
of $250,000 should permit the project to proceed. If the dining rooms can
maintain at least a 60% customer capacity for every meal period, the
restaurant should provide a positive cash flow for the first full year's
operation and for the next two years thereafter. The break-even proforma
using the smallest cash flow as the break-even determinant, shows that at
about 45% customer capacity the restaurant should break-even.

SGC Holdings, Inc. will not be able to operate if it does not
obtain equity financing. SGC Holdings, Inc. has approached
several investment banks regarding debt or equity financing.
These investment banks indicated that, once the company is
publicly traded, the financing options would be easier to
determine. However, it is yet unknown, which financing route is
best for the company. At this time, SGC Holdings, Inc. cannot
estimate the financing time frames.

SGC Holdings, Inc. is still considered to be a development stage
company, with no significant revenue, and is dependent upon the
raising of capital through placement of its common stock. There
can be no assurance that SGC Holdings, Inc. will be successful in
raising the capital it requires through the sale of its common
stock.

SGC Holdings, Inc.'s long-term objective is to expand its St.
George Clipper restaurant concept by opening company-operated
units in strategically desirable markets. SGC Holdings, Inc.
intends to concentrate on the development of certain identified
markets to achieve penetration levels deemed desirable by SGC
Holdings, Inc., thereby improving the SGC Holdings, Inc.'s
competitive position, marketing potential, and profitability.

PAGE-19-

As of June 30, 2003, SGC Holdings, Inc. had $22,487 in current
assets (consisting entirely of cash) and $2,000 in current
liabilities. Thus, the working capital as of June 30, 2003 was
equal to $20,487. SGC Holdings, Inc. believes that its current
working capital will be sufficient to continue as a going concern
for the next twelve months. However, the independent auditors of
SGC Holdings, Inc. issued a going concern opinion despite SGC
Holdings, Inc.'s positive working capital position.

Description of Property.

SGC Holdings, Inc. does not lease or rent any property. Mr.
Loukas, president, provides office space and services at 15911
East Sunburst Drive, Fountain Hills, Arizona, 85268, without
charge.

Certain Relationships and Related Transactions.

In December 2001, SGC Holdings, Inc. issued 500,000 shares of its
$0.001 par value common stock as founders' shares to Christos E.
Loukas, an officer and director of SGC Holdings, Inc., for total
cash in the amount of $500.

In December 2001, SGC Holdings, Inc. issued 1,500,000 shares of
its $0.001 par value common stock as founders' shares to Christos
E. Loukas, an officer and director of SGC Holdings, Inc., in
exchange for services valued at $1,500.

In August 2002, SGC Holdings, Inc. issued 60,000 shares of its
$0.001 par value common stock to three children of the president
of SGC Holdings, Inc. for total cash of $3,000 in a private
placement.

SGC Holdings, Inc. does not lease or rent any property. Mr.
Loukas, president, provides office space and services at 15911
East Sunburst Drive, Fountain Hills, Arizona, 85268, without
charge.

Market for Common Equity and Related Stockholder Matters.

Market Information

As of the date of this prospectus, there is no public market in
SGC Holdings, Inc.'s Common Stock. This prospectus is a step
toward creating a public market for SGC Holdings, Inc.'s stock,
which may enhance the liquidity of SGC Holdings, Inc.'s shares.
However, there can be no assurance that a meaningful trading
market will develop. SGC Holdings, Inc. makes no representation
about the value of its Common Stock.

As of the date of this prospectus,

* there are no outstanding options or warrants to purchase, or
other instruments convertible into, common equity of SGC
Holdings, Inc.;
* there is no stock that SGC Holdings, Inc. agreed to register
for sale; after December 2002, the approximately 2,000,000 shares
of Common Stock not registered in this offering are eligible for
sale pursuant to - and subject to certain restrictions of - Rule
144 under the Securities Act; and
* there is no stock that has been proposed to be publicly
offered resulting in dilution to current shareholders.

PAGE-20-

Holders

As of the date of this prospectus, SGC Holdings, Inc. has
approximately 2,720,000 shares of $0.001 par value common stock
issued and outstanding held by approximately 37 shareholders of
record. SGC Holdings, Inc.'s Transfer Agent is Executive
Registrar & Transfer Agency, 3118 W. Thomas Road, Suite 707,
Phoenix, AZ 85017, phone (602) 415-1273.

Dividends

SGC Holdings, Inc. has never declared or paid any cash dividends
on its common stock. For the foreseeable future, SGC Holdings,
Inc. intends to retain any earnings to finance the development
and expansion of its business, and it does not anticipate paying
any cash dividends on its common stock. Any future determination
to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon then existing conditions,
including SGC Holdings, Inc.'s financial condition and results of
operations, capital requirements, contractual restrictions,
business prospects, and other factors that the board of directors
considers relevant.

Executive Compensation.

The following table sets forth all compensation paid by SGC
Holdings, Inc. to its officers, directors, and significant
employees:

SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e) (f) (g)
Name and Year Salary Bonus Other Restricted Securities
Principal Annual Stock Underlying
Position Compensation Award(s) Options /
SARs
($) ($) ($) ($) (#)
------------------------------------------------------------------------------
Christos E. Loukas 2002 0 0 0 0 0
President &
Chief Executive
Officer, Director 2001 0 0 0 1,500 0
2000 0 0 0 0 0
------------------------------------------------------------------------------
Employment Agreements

SGC Holdings, Inc. does not have employment agreements with its
President & Chief Executive Officer.

PAGE-21-

Financial Statements.

a) Audited Financial Statements

SGC Holdings, Inc.
(A Development Stage Company)

Balance Sheets
as of
December 31, 2002 and 2001

and

Statements of Operations,
Changes in Stockholders' Equity, and
Cash Flows
for the years ended
December 31, 2002 and 2001,
and
for the period of
December 5, 2001 (Date of Inception)
through
December 31, 2002

PAGE-22-

TABLE OF CONTENTS

PAGE

Independent Auditors' Report 1

Balance Sheets 2

Statements of Operations 3

Statements of Changes in Stockholders' Equity 4

Statements of Cash Flows 5

Footnotes 6

PAGE-23-

Beckstead and Watts, LLP
Certified Public Accountants

3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 (fax)

INDEPENDENT AUDITORS' REPORT

Board of Directors SGC Holdings, Inc.

We have audited the Balance Sheets of SGC Holdings, Inc. (the
"Company") (A Development Stage Company), as of December 31,
2002, and the related Statements of Operations, Stockholders'
Equity, and Cash Flows for the year then ended and for the period
December 5, 2001 (Date of Inception) to December 31, 2002. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statement presentation. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of SGC Holdings, Inc. (A Development Stage Company) as of
December 31, 2002, and the results of its operations and cash
flows for the year then ended and for the period December 5, 2001
(Date of Inception) to December 31, 2002, in conformity with
generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

/s/ Beckstead and Watts, LLP

February 27, 2003

PAGE-24-F1

SGC Holdings, Inc.
(a Development Stage Company)
Balance Sheets

December 31,
2002 2001
------------------------------
Assets

Current assets:
Cash $ 28,458 $ 218
------------------------------
Total current assets 28,458 218
------------------------------
$ 28,458 $ 218

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable $ 504 $ -
------------------------------
Total current liabilities 504 -
------------------------------
Stockholders' equity:
Common stock, $0.001 par value,
25,000,000 shares
authorized, 2,720,000 and 2,000,000
shares issued and
outstanding as of 12/31/02 and
12/31/01, respectively 2,720 2,000
Additional paid-in capital 35,280 -
(Deficit) accumulated during
development stage (10,046) (1,782)
------------------------------
27,954 218
------------------------------
$ 28,458 $ 218
==============================

The accompanying notes are an integral part of these financial
statements.

PAGE-25-F2

SGC Holdings, Inc.
(a Development Stage Company)
Statements of Operations

For the December 5,2001 December 5, 2001
year ended (Inception) to (Inception) to
December 31, December 31, December 31,
2002 2001 2002
------------ --------------- ----------------

Revenue $ - $ - $ -
------------ --------------- ----------------
Expenses:
General & administrative expenses 8,264 282 8,546
General & administrative expenses -
related party - 1,500 1,500
Total expenses ------------ --------------- ----------------
8,264 1,782 10,046
------------ --------------- ----------------
Net (loss) $ (8,264) $ (1,782) $ (10,046)
============ =============== ================

Weighted average number of
common shares outstanding - basic
and fully diluted 2,242,630 2,000,000
============ ===============
Net (loss) per share - basic and $ (0.00) $ (0.00)
fully diluted ============ ===============

The accompanying notes are an integral part of these financial
statements.

PAGE-26-F3

SGC Holdings, Inc.
(a Development Stage Company)
Statements of Changes in Stockholders' Equity

(Deficit)
Accumulated
Common Stock Additional During Total
Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
-----------------------------------------------------------
December 2001
Founder shares
issued for cash 500,000 $ 500 $ - $ - $ 500

December 2001
Founder shares
issued for
services 1,500,000 1,500 - 1,500

Net (loss)
December 5, 2001
(inception) to
December 31, 2001 (1,782) (1,782)
-----------------------------------------------------------
Balance, December
31, 2001 2,000,000 2,000 - (1,782) 218

August 2002
506 offering
issued for cash 720,000 720 35,280 36,000

Net (loss)
For the year ended
December 31, 2002
(8,264) (8,264)
-----------------------------------------------------------
Balance, December 2,720,000 $ 2,720 $ 35,280 $ (10,046) $ 27,954
31, 2002 ===========================================================

The accompanying notes are an integral part of these financial
statements.

PAGE-27-F4

SGC Holdings, Inc.
(a Development Stage Company)
Statements of Cash Flows

For the December 5,2001 December 5, 2001
year ended (Inception) to (Inception) to
December 31, December 31, December 31,
2002 2001 2002
------------ --------------- ----------------

Cash flows from operating activities
Net (loss) $ (8,264) $ (1,782) $ (10,046)
Shares issued for services - 1,500 1,500
Adjustments to reconcile net
(loss) to
net cash (used) by operating
activities:
Increase in accounts payable 504 - 504
Net cash (used) by operating ------------ --------------- ----------------
activities (7,760) (282) (8,042)
------------ --------------- ----------------

Cash flows from investing
activities - - -
------------ --------------- ----------------
Cash flows from financing
activities
Issuances of common stock 36,000 500 36,500
Net cash provided by financing ------------ --------------- ----------------
activities 36,000 500 36,500
------------ --------------- ----------------
Net increase in cash 28,240 218 28,458
Cash - beginning 218 - -
------------ --------------- ----------------
Cash - ending $ 28,458 $ 218 $ 28,458
============ =============== ================
Supplemental disclosures:
Interest paid $ - $ - $ -
============ =============== ================
Income taxes paid $ - $ - $ -
============ =============== ================
Non-cash transactions:
Shares issued for services $ - $ 1,500 $ 1,500
provided ============ =============== ================
Number of shares issued for
services - 1,500,000 1,500,000
============ =============== ================

The accompanying notes are an integral part of these financial
statements.

PAGE-28-F5

SGC Holdings, Inc.
(a Development Stage Company)
Notes

Note 1 - History and organization of the company

The Company was organized December 5, 2001 (Date of Inception)
under the laws of the State of Nevada, as SGC Holdings, Inc. The
Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company. The Company is
authorized to issue 25,000,000 shares of its $0.001 par value
common stock.

Note 2 - Accounting policies and procedures

Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There were no cash
equivalents as of December 31, 2002.

Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for
possible impairment whenever events or circumstances indicate the
carrying amount of an asset may not be recoverable or is
impaired. No such impairments have been identified by management
at December 31, 2002.

Revenue recognition
The Company reports revenue as invoiced on an accrued basis.
Costs of sales are recorded as items are sold and are comprised
of product purchases and shipping costs. The Company will reserve
10% of revenue and will assess its return policy on an ongoing
basis and reserve for charge backs and returns based on
historical percentages. As of December 31, 2002 no reserve has
been made.

Advertising costs
The Company expenses all costs of advertising as incurred. There
were no advertising costs included in selling, general and
administrative expenses in 2002.

Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. The Company had
no dilutive common stock equivalents, such as stock options or
warrants as of December 31, 2002.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of startup activities and organizational costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial
statements.

Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

PAGE-29-F6

SGC Holdings, Inc.
(a Development Stage Company)
Notes

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of December 31, 2002. The respective carrying value
of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate
carrying values for cash and payables because they are short term
in nature and their carrying amounts approximate fair values or
they are payable on demand.

Income Taxes
Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax basis of
assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable on the periods in which the differences are expected
to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

Segment reporting
The Company follows Statement of Financial Accounting Standards
No. 130, "Disclosures About Segments of an Enterprise and Related
Information". The Company operates as a single segment and will
evaluate additional segment disclosure requirements as it expands
its operations.

Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.

Recent pronouncements

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses
financial accounting and reporting for costs associated with exit
or disposal activities and supersedes EITF No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under EITF No. 94-3, a liability
for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 also establishes that
the liability should initially be measured and recorded at fair
value. The provisions of SFAS No. 146 will be adopted for exit or
disposal activities that are initiated after December 31, 2002.

In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation Transition and Disclosure-an amendment
of SFAS No. 123." This Statement amends SFAS No. 123, "Accounting
for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. In addition,
this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-
based employee compensation and the effect of the method used on
reported results. The adoption of SFAS No. 148 is not expected to
have a material impact on the company's financial position or
results of operations.

PAGE-30-F7

SGC Holdings, Inc.
(a Development Stage Company)
Notes

In November 2002, the FASB issued FASB Interpretation ("FIN") No.
45, "Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees and Indebtedness of
Others", an interpretation of FIN No. 5, 57 and 107, and
rescission of FIN No. 34, "Disclosure of Indirect Guarantees of
Indebtedness of Others". FIN 45 elaborates on the disclosures to
be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it
has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are
applicable on a prospective basis to guarantees issued or
modified after December 31, 2002; while, the provisions of the
disclosure requirements are effective for financial statements of
interim or annual periods ending after December 15, 2002. The
company believes that the adoption of such interpretation will
not have a material impact on its financial position or results
of operations and will adopt such interpretation during fiscal
year 2003, as required.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting
Research Bulletin No. 51. FIN No. 46 requires that variable
interest entities be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable
interest entity's activities or is entitled to receive a majority
of the entity's residual returns or both. FIN No. 46 also
requires disclosures about variable interest entities that
companies are not required to consolidate but in which a company
has a significant variable interest. The consolidation
requirements of FIN No. 46 will apply immediately to variable
interest entities created after January 31, 2003. The
consolidation requirements will apply to entities established
prior to January 31, 2003 in the first fiscal year or interim
period beginning after June 15, 2003. The disclosure requirements
will apply in all financial statements issued after January 31,
2003. The company will begin to adopt the provisions of FIN No.
46 during the first quarter of fiscal 2003.

Stock-Based Compensation
The Company accounts for stock-based awards to employees in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure-only alternative
of FAS No. 123, "Accounting for Stock-Based Compensation."
Options granted to consultants, independent representatives and
other non-employees are accounted for using the fair value method
as prescribed by FAS No. 123.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As shown in the
accompanying financial statements, the Company has incurred a net
loss of $9,543 for the period from December 5, 2001 (inception)
to December 31, 2002, and has no sales. The future of the Company
is dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business
opportunities. Management believes that it has raised enough cash
to sustain business for a period of twelve months. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial
statements do not include any adjustments that might arise from
this uncertainty.

PAGE-31-F8

SGC Holdings, Inc.
(a Development Stage Company)
Notes

Note 4 - Income taxes

The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"), which requires use of the liability
method. SFAS No. 109 provides that deferred tax assets and
liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary
differences. Deferred tax assets and liabilities at the end of
each period are determined using the currently enacted tax rates
applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or
realized.

The provision for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income
before provision for income taxes. The sources and tax effects of
the differences are as follows:

U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
Total --:%

As of December 31, 2002, the Company has an operating loss carry
forward of $9,543 for tax purposes which will expire in 2022.

Note 5 - Stockholder's equity

The Company is authorized to issue 25,000,000 shares of its
$0.001 par value common stock.

In December 2001, the Company issued 500,000 shares of its $0.001
par value common stock as founders' shares to an officer and
director in exchange for total cash in the amount of $500. (See
Note 7)

In December 2001, the Company issued 1,500,000 shares of its
$0.001 par value common stock as founders' shares to an officer
and director for total services rendered in the amount of $1,500.
(See Note 7)

In August 2002, the Company issued 720,000 shares of its $0.001
par value common stock for total cash of $36,000 in a private
placement pursuant to Regulation D, Rule 506, of the Securities
Act of 1933, as amended. (See Note 7)

There have been no other issuances of common stock.

Note 6 - Warrants and options

As of December 31, 2002, there were no warrants or options
outstanding to acquire any additional shares of common stock.

PAGE-32-F9

SGC Holdings, Inc.
(a Development Stage Company)
Notes

Note 7 - Related party transactions

In December 2001, the Company issued 500,000 shares of its $0.001
par value common stock as founders' shares to an officer and
director. (See Note 5)

In December 2001, the Company issued 1,500,000 shares of its
$0.001 par value common stock as founders' shares to an officer
and director. (See Note 5)

In August 2002, the Company issued 60,000 shares of its $0.001
par value common stock to three children of the president of the
Company for total cash of $3,000 in a private placement pursuant
to Regulation Do Rule 506, of the Securities Act of 1933, as
amended. (See Note 5)

The Company does not lease or rent any property. Office space and
services are provided without charge by a director and
shareholder. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.

PAGE-33-F10

b) Interim Unaudited Financial Statements

SGC Holdings, Inc.
(a Development Stage Company)

Balance Sheet
as of
June 30, 2003

and

Statements of Operations
for the three months and six months ended
June 30, 2003 and 2002,
and
for the period
December 5, 2001 (Inception) to June 30, 2003

and

Cash Flows
for the six months ended
June 30, 2003 and 2002,
and
for the Period
December 5, 2001 (Inception) to June 30, 2003

PAGE-34-

TABLE OF CONTENTS

PAGE

Independent Auditors' Report 1

Balance Sheets 2

Statements of Operations 3

Statements of Cash Flows 4

Footnotes 5

PAGE-35-

Beckstead and Watts, LLP
Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors
SGC Holdings, Inc.
(a Development Stage Company)

We have reviewed the accompanying balance sheet of SGC
Holdings, Inc. (a Nevada corporation) (a development stage
company) as of June 30, 2003 and the related statements of
operations for the three-months and six-months ended June
30, 2003 and 2002 and for the period December 5, 2001
(Inception) to June 30, 2003, and statements of cash flows
for the six-months ended June 30, 2003 and 2002 and for the
period December 5, 2001 (Inception) to June 30, 2003. These
financial statements are the responsibility of the Company's
management.

We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, which will be
performed for the full year with the objective of expressing
an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying
financial statements referred to above for them to be in
conformity with generally accepted accounting principles in
the United States of America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company
has had limited operations and has not commenced planned
principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note
2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Beckstead and Watts, LLP has previously audited, in
accordance with generally accepted auditing standards, the
balance sheet of SGC Holdings, Inc. (a development stage
company) as of December 31, 2002, and the related statements
of operations, stockholders' equity, and cash flows for the
year then ended (not presented herein) and in our report
dated February 27, 2003, we expressed an unqualified opinion
on those financial statements.

/s/ Beckstead and Watts LLP
---------------------------

August 6, 2003

PAGE-36-F1

SGC Holdings, Inc.
(a Development Stage Company)
Balance Sheets
(unaudited)

June 30
2003
---------------
Assets

Current assets:
Cash $ 22,487
---------------
Total current assets 22,487
---------------
$ 22,487

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable $ 2,000
---------------
Total current liabilities 2,000

Stockholders' equity:
Common stock, $0.001 par value, 25,000,000 shares
authorized, 2,720,000 issued and outstanding 2,720
Additional paid-in capital 35,280
(Deficit) accumulated during development stage (17,513)
---------------
20,487
---------------
$ 22,487
===============

The accompanying notes are an integral part of these
financial statements.

PAGE-37-F2

SGC Holdings, Inc.
(a Development Stage Company)
Statements of Operations
(unaudited)

Three Months Ended Six Months Ended December 5, 2001
June 30, June 30, (Inception) to
2003 2002 2003 2002 June 30, 2003
--------- ---------- ---------- ---------- -------------

Revenue $ - $ - $ - $ - $ -
--------- ---------- ---------- ---------- -------------
Expenses:
General and administrative expenses 5,371 21 7,467 35 16,013
General and administrative expenses - related party - - - - 1,500
--------- ---------- ---------- ---------- -------------
Total expenses 5,371 21 7,467 35 17,513
--------- ---------- ---------- ---------- -------------
Net (loss) $ (5,371) $ (21) $ (7,467) $ (35) $ (17,513)
========= ========== ========== ========== =============
Weighted average number of
common shares outstanding - basic and fully diluted 2,720,000 2,000,000 2,720,000 2,000,000
========= ========== ========== ==========
Net (loss) per share - basic & fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========== ========== ==========

The accompanying notes are an integral part of these
financial statements.

PAGE-38-F3

SGC Holdings, Inc.
(a Development Stage Company)
Statements of Cash Flows
(unaudited)

Six Months Ended December 5,
June 30 2001
--------------------- (Inception) to
2003 2002 June 30, 2003
--------- --------- --------------

Cash flows from operating activities
Net (loss) $ (7,467) $ (35) $ (17,513)
Shares issued for services - - 1,500
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Increase in accounts payable 1,496 - 2,000
--------- --------- --------------
Net cash (used) by operating activities (5,971) (35) (14,013)
--------- --------- --------------
Cash flows from financing activities
Issuances of common stock - - 36,500
Net cash provided by financing activities - - 36,500

Net increase (decrease) in cash (5,971) (35) 22,487
Cash - beginning 28,458 218 -
--------- --------- --------------
Cash - ending $ 22,487 $ 183 $ 22,487
========= ========= ==============
Supplemental disclosures:
Interest paid $ - $ - $ -
========= ========= ==============
Income taxes paid $ - $ - $ -
========= ========= ==============
Non-cash investing and financing activities:
Shares issued for services provided $ - $ - $ 1,500
========= ========= ==============
Number of shares issued for services - - 1,500,000
========= ========= ==============

The accompanying notes are an integral part of these
financial statements.

PAGE-39-F4

SGC Holdings, Inc.
(a Development Stage Company)
Notes

Note 1 - Basis of presentation

The interim financial statements included herein, presented
in accordance with United States generally accepted
accounting principles and stated in US dollars, have been
prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the
disclosures are adequate to make the information presented
not misleading.

These statements reflect all adjustments, consisting of
normal recurring adjustments, which, in the opinion of
management, are necessary for fair presentation of the
information contained therein. It is suggested that these
interim financial statements be read in conjunction with the
financial statements of the Company for the year ended
December 31, 2002 and notes thereto included in the
Company's Form SB-2/A. The Company follows the same
accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not
indicative of annual results.

Note 2 - Going concern

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
shown in the accompanying financial statements, the Company
has incurred a net loss of $15,513 for the period from
December 5, 2001 (inception) to June 30, 2003, and has no
sales. The future of the Company is dependent upon its
ability to obtain financing and upon future profitable
operations from the development of its new business
opportunities. Management believes that it has raised
enough funds to sustain operations for a period of twelve
months. The financial statements do not include any
adjustments relating to the recoverability and
classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the
event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial
statements do not include any adjustments that might arise
from this uncertainty.

Note 3 - Related party transactions

Office space is provided without charge by an officer,
director and shareholder. Such costs are immaterial to the
financial statements and, accordingly, have not been
reflected therein. The officers and directors of the
Company are involved in other business activities and may,
in the future, become involved in other business
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of
such conflicts.

PAGE-40-F5

Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

None.

PAGE-41-

Dealer Prospectus Delivery Obligation
Prior to the expiration of ninety days after the effective date
of this registration statement or prior to the expiration of
ninety days after the first date upon which the security was bona
fide offered to the public after such effective date, whichever
is later, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.

PAGE-42-

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

SGC Holdings, Inc.'s Articles of Incorporation and its Bylaws
provide for the indemnification of a present or former director
or officer. SGC Holdings, Inc. indemnifies any of its directors,
officers, employees or agents who are successful on the merits or
otherwise in defense on any action or suit. Such indemnification
shall include, expenses, including attorney's fees actually or
reasonably incurred by him. Nevada law also provides for
discretionary indemnification for each person who serves as or at
SGC Holdings, Inc.'s request as one of its officers or directors.
SGC Holdings, Inc. may indemnify such individuals against all
costs, expenses and liabilities incurred in a threatened, pending
or completed action, suit or proceeding brought because such
individual is one of SGC Holdings, Inc.'s directors or officers.
Such individual must have conducted himself in good faith and
reasonably believed that his conduct was in, or not opposed to,
SGC Holdings, Inc.'s best interests. In a criminal action, he
must not have had a reasonable cause to believe his conduct was
unlawful.

Nevada Law

Pursuant to the provisions of Nevada Revised Statutes 78.751, the
Corporation shall indemnify its directors, officers and employees
as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all
expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon him/her in connection with any
proceeding to which he/she may be made a party, or in which
he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether
or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the
director, officer, employee or agent is adjudged guilty of
willful misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for
the best interests of the Corporation. The Corporation shall
provide to any person who is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable
law.

Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant
in connection with the sale of the common stock being registered.
SGC Holdings, Inc. has agreed to pay all costs and expenses
relating to the registration of its common stock, but the selling
stockholders will be responsible for any related commissions,
taxes, attorney's fees, and related charges in connection with
the offer and sale of the shares. All amounts are estimated
except the SEC Registration Fee.

SEC Registration Fee $4
EDGAR Conversion Fees $1,500
Blue Sky Qualification Fees and Expenses $250
Accounting Fees and Expenses $1,000
Legal Fees and Expenses $5,000
Printing and Engraving $200
Miscellaneous $1,000
Total $8,954.00

PAGE-43-

Recent Sales of Unregistered Securities.

The articles of SGC Holdings, Inc. authorized the issuance of
twenty-five million (25,000,000) shares of common stock with par
value of $0.001 per share ("Common Stock") and no shares of
Preferred Stock. As of the date of this prospectus, SGC
Holdings, Inc. has 2,720,000 shares of its Common Stock issued
and outstanding held by approximately 37 shareholder of record.

In December 2001, SGC Holdings, Inc. issued 1,500,000 shares of
its Common Stock as founders' shares to Christos E. Loukas, an
officer and director of SGC Holdings, Inc., at par ($0.001 per
share) for services valued at $1,500. Additionally, in December
2001 SGC Holdings, Inc. issued 500,000 shares of its Common Stock
as founders' shares to Christos E. Loukas, an officer and
director of SGC Holdings, Inc., at par ($0.001 per share) for
cash in the amount of $500. Mr. Loukas is a sophisticated
investor who, at the time of the investment, as the founder of
SGC Holdings, Inc. was in possession of all available material
information about SGC Holdings, Inc. The issuances of common
stock by SGC Holdings, Inc. in December 2001 did not involve any
public solicitation. On the basis of the above facts SGC
Holdings, Inc. claims that the issuance of a total of 2,000,000
shares of its Common Stock in December 2001 was qualified for the
exemption from registration contained in Section 4(2) of the
Securities Act of 1933.

In August 2002, SGC Holdings, Inc. completed an offering of
Common Stock to a group of private investors. SGC Holdings, Inc.
issued 720,000 shares of its $0.001 par value common stock for
cash at $0.05 per share to thirty-six shareholders. That August
2002 transaction (a) involved no general solicitation, (b)
involved exclusively accredited or sophisticated investors, and
(c) relied on a detailed disclosure document to communicate to
the investors all material facts about SGC Holdings, Inc.,
including audited financial statements. Thus, SGC Holdings, Inc.
believes that the offering was exempt from registration under
Regulation D, Rule 506 of the Securities Act of 1933, as amended.

Exhibits.

Exhibit Name and/or Identification of Exhibit
Number

3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of SGC Holdings, Inc.
filed on December 5, 2001, previously filed with the
SEC on September 27, 2002 as an exhibit to the
Registration Statement on Form SB-2.
(b) Bylaws of SGC Holdings, Inc. adopted on November
27, 2001, previously filed with the SEC on September
27, 2002 as an exhibit to the Registration Statement on
Form SB-2.

5. Opinion on Legality
Attorney Opinion Letter, previously filed with the
SEC on July 17, 2003 as an exhibit to the Registration
Statement on Form SB-2, as amended. Previously filed
with the SEC on August 8, 2003 as an exhibit
to the Registration Statement on Form SB-2/A#5.

PAGE-44-

10. Material Contracts
(a) Agreement for Feasibility Study, previously filed
with the SEC on April 14, 2003 as an exhibit to the
Registration Statement on Form SB-2, as amended.
(b) Development Cost Analysis for Feasibility Study,
previously filed with the SEC on April 14, 2003 as an
exhibit to the Registration Statement on Form SB-2, as
amended.

15. Letter on unaudited interim financial information

23. Consent of Experts and Counsel
a) Consent of Counsel, incorporated by reference to
Exhibit 5 of this filing. Previously filed
with the SEC on August 8, 2003 as an exhibit
to the Registration Statement on Form SB-2/A#5.
b) Consent of Independent Auditor. Previously filed
with the SEC on August 8, 2003 as an exhibit
to the Registration Statement on Form SB-2/A#5.

Undertakings.

In this prospectus, SGC Holdings, Inc. is including undertakings
required pursuant to Rule 415 of the Securities Act.

Under Rule 415 of the Securities Act, SGC Holdings, Inc. is
registering securities for an offering to be made on a continuous
or delayed basis in the future. The registration statement
pertains only to securities (a) which are to be offered or sold
solely by or on behalf of a person or persons other than the
registrant, (b) the offering of which will be commenced promptly,
will be made on a continuous basis and may continue for a period
in excess of 30 days from the date of initial effectiveness, and
(c) are registered in an amount which, at the time the
registration statement becomes effective, is reasonably expected
to be offered and sold within two years from the initial
effective date of the registration.

Based on the above-referenced facts and in compliance with the
above-referenced rules, SGC Holdings, Inc. includes the following
undertakings in this prospectus:

A. The undersigned registrant hereby undertakes:

(1) To file, during any period, in which offers or sales are
being made, a post-effective amendment to this prospectus:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of the Registration Fee" table in the effective
Registration Statement; and

PAGE-45-

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

PAGE-46-

SIGNATURES

In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
SB-2 and authorized this Registration Statement to be signed on
its behalf by the undersigned, in the City of Fountain Hills
State of Arizona on August 22, 2003.

SGC Holdings, Inc.
-------------------------
(Registrant)

By: /s/ Christos E. Loukas, President & CEO, Director

In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates stated:

Signature Title Date
--------- ----- ----

/s/ Christos E. Loukas President & CEO, August 22, 2003
---------------------- Director
Christos E. Loukas

/s/ Christos E. Loukas Principal Financial August 22, 2003
---------------------- Officer
Christos E. Loukas

/s/ Christos E. Loukas Principal Accounting August 22, 2003
---------------------- Officer
Christos E. Loukas

PAGE-47-