RECORDS OF SGD HOLDINGS, LTD. (THE
PURSUANT TO RULE 15c2-11 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN IN
CONNECTION WITH THE ISSUER. ANY REPRESENTATIONS NOT CONTAINED HEREIN MUST
NOT BE RELIED UPON AS HAVING BEEN MADE OR AUTHORIZED BY THE ISSUER.
best of their knowledge and belief.
Name: Harry Johansing
Title: President
REQUEST.
The name of the Issuer is: SGD Holdings, Ltd.
The name of predecessor of the Issuer was Goldonline International, Inc.,
and its predecessor was Transun International Airways, Inc.
SGD Holdings, Ltd.
Telephone: 805-644-4462
Facsimile: 805-456-3894
Paul Westenberger
Telephone: 302-200-SGDH
The issuer was organized under the laws of the State of Delaware was
incorporated on May 22, 1996 as Transun International Airways, Inc. On
June 10, 1999 Transun International Airways, Inc. filed an Amendment to
its Articles of Incorporation to change its name to Goldonline
International, Inc. On February 17, 2001 Goldonline International, Inc.
filed an Amendment to its Articles of Incorporation to change its name to
SGD Holdings, Ltd.
dividends from funds legally available therefore, when, as and if
declared by the Board of Directors of the issuer.
Holders of the issuer's common stock are entitled to one (1) vote per
share on all matters on which shareholders may vote at all meetings
of shareholders.
There are no conversion rights, subscription rights, preemptive
rights, cumulative voting rights, or redemptive rights with respect to
the common stock.
All shares of common stock now outstanding are fully paid and non-
assessable.
of the assets of the issuer available for distribution to holders of
common stock upon liquidation, dissolution, or winding up of the
affairs of the issuer.
(iv) Freely tradable shares (public float):
Item VII
200 Memorial Parkway
Atlantic Highlands, New Jersey 07716
Telephone: 732-872-2727
Facsimile: 732-872-2728
by the Securities and Exchange Commission.
subsidiary.
create and market treeless paper of a superior quality. Every page of
EcoPaper is smooth, acid-free, durable, chemical-free, and made in Costa
Rica. EcoPaper, Inc. has developed an innovative and economically
feasible option for the potential removal of 230,000 tons of agro-industrial
waste that are dumped yearly in Costa Rica alone. The company's
challenge is to invent new processes and create paper from exotic tropical
fibers from waste materials in new textures and tones for consumers. The
results of processing these exotic tropical fibers are items that both appeal
to the consumer and positively impact the environment.
with the Secretary of State of Delaware on May 22, 1996.
receivership or any similar proceeding. The issuer and/or any
predecessors have never filed or been in the process of filing
sale of a significant amount of assets.
indebtedness or financing arrangement requiring the issuer to make
payments.
issued 31,000,000 shares of its restricted common stock.
securities.
Inc. for 31,000,000 shares of its restricted common stock.
recapitalization, merger, acquisition, spin-off, or reorganization.
of being de-listed by the Securities and Exchange Commission or
FINRA.
a material effect on the issuer's business, financial condition, or
operations and any current, past or pending trading suspensions by a
securities regulator. State the names of the principal parties, the
nature and current status of the matters, and the amounts involved.
development stage, or is currently conducting operations?
distribution stage.
company".
business purpose, its method of operation, its ownership, and
whether it is included in the financial statements attached to this
disclosure statement.
subsidiary of SGD Holdings, Ltd.
business.
extent to which the cost of such activities are borne directly by
customers.
8.
is the first company in the history of the paper industry to create and
market treeless paper of a superior quality. Every page of EcoPaper is
smooth, acid-free, durable, chemical-free, and made in Costa Rica.
EcoPaper, Inc. has developed an innovative and economically feasible
option for the potential removal of 230,000 tons of agro-industrial waste
that are dumped yearly in Costa Rica alone. The company's challenge is to
invent new processes and create paper from exotic tropical fibers from
processing these exotic tropical fibers are items that both appeal to the
consumer and positively impact the environment.
directly to the consumer. We also wholesale directly to other websites who
also sell our products.
Most are single store entities or don't have a brick and mortar store.
Whole foods, Starbucks, and more are retailers who have featured
EcoPaper, Inc. diverse natural product offerings in their store.
Company focusing on the conservation of trees used for paper. The
company has already developed a reputation as one of the longest running
tree-free paper companies in existence in the United States. EcoPaper has
been positioned in the top 5 tree-free paper companies, but the market for
tree-free paper has not reached the levels of distribution represented by the
largest 20 paper companies due to the lack of capital needed to withstand
the inventory and control the distribution to allow for comparable
availability of EcoPaper products. EcoPaper plans on increasing and
locking-in the entire supply chain for the production of paper and the
inventory levels, which will allow the company to accept multi-million
dollar orders that are conditional upon delivery time constraints.
and customer's willingness to change preferences to tree-free paper. The
first risk factor involves inventory risk. In order to fulfill large distribution
orders, large distribution companies require a large amount of inventory
be available for immediate delivery. The risk of carrying the inventory of
paper products necessary to fulfill the availability needed is high due to
distribution up until this point in time.
paper has become commoditized and prices have reached a floor very
close to manufacturing costs. Large conglomerate paper companies could
attempt to subsidize losses in order to retain large customers. EcoPaper
realizes that pricing is very competitive for regular paper, but the company
also believes in the value added through offering an alternative that
conserves the amount of deforestation within the United States. EcoPaper
plans to offset pricing risk with the quality of paper and environmental
impact of using alternative materials to create paper products.
customer's willingness to change from traditional paper materials and
companies to EcoPaper. Over the last century, the cultural norm has been
an acceptance of using tree based pulp as a raw material in the paper
making process. Marketing will be a crucial part of persuading consumers
to consider EcoPaper products over the traditional brands for the
environmental benefits.
suppliers.
are propriety.
or labor contracts, including their duration.
and chemical-free agro-industrial waste by-products.
and the status of any requested government approvals.
without the need of approval.
Item X
CA 93003.
The offices comprise 1,200sq. feet and are subject to a lease
directors, as well as control persons.
None
persons have, in the last five years, been the subject of:
pending criminal proceeding (excluding traffic violations and other
minor offenses).
None
reversed, suspended or vacated, by a court of competent jurisdiction
that permanently or temporarily enjoined, barred, suspended or
otherwise limited such person's involvement in any type of business,
securities, commodities, or banking activities.
action), the Securities and Exchange Commission, the Commodity
Futures Trading Commission, or a state securities regulator of a
violation of federal or state securities or commodities law, which
finding or judgment has not been reversed, suspended, or vacated.
permanently or temporarily barred, suspended or otherwise limited
such person's involvement in any type of business or securities
activities.
officers, directors and shareholders. There are affiliations among and
between the shareholders and the issuer, its predecessors, its present and
prior officers and directors, and other shareholders.
None.
1.
each quarter to disclose the financial condition of the company and any
changes that have occurred since this statement.
years as the issuer or its predecessor has been in existence.
Exhibit "A" sets forth as of February 22, 2010, certain information (name,
address and shareholdings) regarding the ownership of our common stock
by (i) each person known by us to be the beneficial owner of more than
5% of the outstanding shares of common stock, (ii) each of our directors,
(iii) each of our executive officers, and (iv) all of our executive officers
and directors as a group.
the following outside providers that advise the issuer on matters
relating to operations, business development and disclosure.
3278 Wilshire Blvd, Suite 603
Los Angeles, California 90010-1431
Ross and Associates
7633 E. 63
None
None
None
ii. A summary of any product research and development that the
iii. Any expected purchase or sale of plant and significant
iv. Any expected significant changes in the number of employees.
financial condition and results of operations for each of the last two
fiscal years. Discuss the past and future financial condition and
results of operation of the issuer, with particular emphasis on the
prospects for the future. Address those key variable and other
qualitative factors that are necessary to an understanding and
evaluation of the issuer. If material, the issuer should disclose the
following:
to have a material impact on the issuer's short-term or long-term liquidity.
i. Internal and external sources of liquidity.
iii Any material commitments for capital expenditures and the
expected sources of funds for such expenditures.
iv. Any known trends, events or uncertainties that have had or that
sales or revenues or income from continuing operations.
v. Any significant elements of income or loss that do not arise from
vi. The causes for any material changes from period to period in ne
vii. Any seasonal aspects that had a material effect on the financial
the reader to assess material changes in financial condition and
results of operations since the end of the last fiscal year and for the
comparable interim period in the preceding year.
reasonably likely to have a current or future effect on the issuer's
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors. The disclosure shall
include the items specified in paragraphs C(1)(i), (ii), (iii) and (iv) of
this Item XVI to the extent necessary to an understanding of such
arrangements and effect and shall also include such other
information that the issuer believes is necessary for such an
understanding.
i. The nature and business purpose to the issuer of such off-balance
ii. The importance to the issuer of such off-balance sheet
risk support, credit risk support or other benefits.
interests retained, securities issued and other indebtedness
the nature and amounts of any other obligations or liabilities
(including contingent obligations or liabilities) of the issuer
arising from such arrangements that are or are reasonably likely
to become material that are or are reasonably likely to become
material and the triggering events or circumstances that could
cause them to arise; and
termination, or material reduction in availability to the issuer, of
its off-balance sheet arrangements that provide material benefits
to it, and the course of action that the issuer has taken or
proposes to take in response to any such circumstances.
arrangement means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the issuer is a
party, under which the issuer has:
i. Any obligation under a guarantee contract that has any of the
No. 45, Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of
Others (November 2002) ("FIN 45"), as may be modified or
supplemented, and that is not excluded from the initial
recognition and measurement provisions of FIN 45 pursuant to
paragraphs 6 or 7 of that Interpretation.
ii. A retained or contingent interest in assets transferred to an
credit, liquidity or market risk support to such entity for such
assets
iii. Any obligation, including a contingent obligation, under a
except that it is both indexed to the issuer's own stock and
classified in stockholders' equity in the issuer's statement of
financial position, and therefore excluded from the scope of
FASB Statement of Financial Accounting Standards No 133,
Accounting for Derivative Instruments and Hedging Activities
(June 1998), pursuant to paragraph 11(a) of that Statement, as
may be modified or supplemented; or
iv. Any obligation, including a contingent obligation, arising out of
Consolidation of Variable Interest Entities (January 2003), as
may be modified or supplemented) in an unconsolidated entity
that is held by, and material to, the issuer, where such entity
provides financing, liquidity, market risk or credit risk support
services with, the issuer.
two years.
None.
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this disclosure
statement; and
all material respects the financial condition, results of operations and cash flows
of the issuer as of, and for, the periods presented in this disclosure statement.
Date:
February 22, 2010
/s/ Harry Johansing
Harry Johansing
NAME
Harry Johansing