UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2003 SGC Holdings, Inc. ---------------------------- (Exact name of Registrant as specified in charter) Nevada 333-100137 86-1047317 ----------- --------------- ------------- (State of Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 15911 East Sunburst Drive Fountain Hills, AZ 85268 ---------------------------- ------------- (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (480) 837-6029 (Former Name or Former Address, if Changed Since Last Report) Page -1- Item 5. Other Events and Regulation FD Disclosure On October 20, 2003, the SGC Holdings, Inc., (the "Company") held a meeting of the board of directors of the Company and authorized the formation of a wholly-owned subsidiary to be named "St. George Clipper One, Inc" (the "Subsidiary"). The Subsidiary was incorporated under the laws of the State of Nevada on October 27, 2003. Christos E. Loukas is President, Secretary, Treasurer and sole Director of the Subsidiary. The purpose of the Subsidiary is to serve as the vehicle to fund and open the first restaurant for the Company. The board of directors has further authorized the officers of the Company to conduct a private placement to raise capital to finance the establishment of the Company's first restaurant. Page -2- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Signature Title Date --------- ------- ------ /s/ Christos E. Loukas President and CEO November 6, 2003 ----------------------- Christos E. Loukas Page -3-