Redify 10K 2008 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT of 1934

For the fiscal year ended: December 31, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission file Number: 0-19470

TGFIN HOLDINGS, INC.

(Exact name of registrant as specified in its Charter)


Delaware	13-4069968
(State or other Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

1517 North 260 East

North Logan, Utah 84341

(Address of Principal Executive Offices)

(435) 755-0188

(Registrant’s Telephone Number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Name of each exchange on

Title of each class which registered

Common Stock $.01 Par value OTC Bulletin Board

Series 1 Class A 8% Cumulative

Convertible Preferred Stock None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IV of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Aggregate Market Value of Non-Voting Common Stock Held by Non-Affiliates

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second quarter.

The aggregate market value of the Registrant's voting stock held by non-affiliates

of the Registrant was approximately $920,834 at December 31, 2008, computed

at the closing quotation for the Registrant's common stock of $0.04 as of

December 31, 2008.

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years

Not applicable.

Outstanding Shares

At March 15, 2009 there were 23,020,845 shares of the Registrant's Common Stock and 50,500 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.

Documents Incorporated by Reference

None

PART I

ITEM 1. Business

Form and Year of Organization

The Registrant consists of TGFIN Holdings, Inc. (non-operating parent

corporation) and its sole and wholly-owned operating subsidiary,

TradinGear.Com, Incorporated (combined, the "Company"). TGFIN Holdings, Inc.

was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From

March 1992 to September 12, 2002 TGFIN Holdings, Inc. was known as Digitran

Systems, Incorporated ("DSI").

On September 12, 2002 DSI acquired TradinGear.com, Incorporated in a

reverse merger whereby the shareholders of TradinGear.com, Incorporated

acquired control of DSI and (effective September 13, 2002) changed its name to

TGFIN Holdings, Inc.; at which time, TradinGear.com, Incorporated

(incorporated under the laws of the State of Delaware on July 7, 1999) became

the operating subsidiary of TGFIN Holdings, Inc. TGFIN Holdings, Inc. sold the

assets of Tradingear.com Incorporated effective March 31, 2003.

BUSINESS OF TRADINGEAR.COM, INCORPORATED: These policies were applicable to

the TradinGear.com business until its operations were discontinued on March

31, 2003 and are maintained until such time as TGFIN Holdings, Inc. merges

with another operating entity.

Principal products or services and their markets

The Company's software technology was designed to offer its customers an

on-line electronic system for securities trading. The Company originally

targeted three markets within the financial services industry and developed

core products for each: broker dealers, fund managers and exchanges. The

broker dealer and fund manager markets were targeted first due to their

comparatively more desirable market characteristics (i.e. larger market size,

more potential customers, etc.) Nevertheless, market response by the exchange

market ultimately encouraged management to favor advanced development of

exchange market products.

Marketing and Distribution methods

Located in the financial district in New York City, NY the Company

relied upon direct contact with its potential customers, and referrals

generated from those contacts, for additional potential customers. The

Company's products were always delivered directly and were not offered through

distributors or sales representatives.

Competitive business conditions

The Company competed in a market dominated by a few large, established

competitors. These competitors enjoyed the advantages of long-standing

relationships; legacy integration of, and attachment to, their systems; name

recognition and the financial resilience afforded by long-term contracts. The

Company tried to counter its competitive disadvantages by delivering products,

designed in accordance with customer specifications, more quickly than its

competitors. Nevertheless, the Company's lack of financial resources greatly

strained its ability to exploit any competitive advantage it may have gained.

Patents, Copyrights and Trademarks

The Company owned the trademark: "Trade Virtually Anywhere" and owned the

rights to its internally-developed proprietary products. Effective March 31,

2003, the Company sold the rights to its exchange trading platform "TGFIN/X".

Research and Product Development

The company spent no resources on research and project development in

2008 and 2007.

Employees

As of December 31, 2008 and 2007, the Company had one full-time employee

and two part time employees. The Company is not a party to any collective

bargaining agreements.

REPORTS TO SECURITY HOLDERS

The Company files with the SEC an annual report on Form 10-K, quarterly

reports on Form 10-Q, and information reports on Form 8-K and other reports

as required by law. The investing public may read and copy any materials the

company 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 Company files its reports electronically. The SEC maintains an Internet

site that contains reports, proxy and information statements and other

information regarding issuers, such as ourselves, that file electronically

with the SEC at (http://www.sec.gov.)

ITEM 1A. Risk Factors.

As a smaller reporting company, we are not required to provide risk factors.

ITEM 2 Properties.

The company leases approximately 900 square feet of office space at 1517

North 260 East in North Logan, Utah for an annual rate of approximately

$9,840. The company has no ownership in real estate or buildings. The

company's lease is on a month-to-month basis and requires monthly lease

payments of $820.

ITEM 3 Legal Proceedings.

In the normal course of business, there may be various legal

actions and proceedings pending which seek damages against the Company. As of

December 31, 2008 there were no claims asserted or threatened against

the Company.

ITEM 4 Submission of Matters to a Vote of Security Holders.

None

PART II

ITEM 5 Market for Registrant’s Common Equity, Related stockholder Matters and Issuer Purchases of Equity Securities.

The Company's common shares trade on the Electronic Bulletin Board of the

National Association of Securities Dealers, Inc. under the symbol "TGFN.OB".

The following table shows, for the calendar periods indicated, the range of

reported high and low bid quotations for those shares. Such prices reflect

inter dealer prices, without retail markup, mark down or commission and may

not necessarily represent actual transactions.

2008 2007

High Close Low Close High Close Low Close

1st Quarter .05

.03

.08 .01

2nd Quarter .05 .03 .07 .05

3rd Quarter .04 .03 .07 .04

4th Quarter .07 .01 .05 .03

Shareholders

As of December 31, 2008, the Company had 807 record holders of its

Common Stock, and 14 record holders of its Series 1, Class A 8% Cumulative

Convertible Preferred Stock (the Preferred Stock) as reflected on the books of

the Company's transfer agent.

Dividends

The Company had not paid any dividends on its Common Stock and the Board

of Directors of the Company presently intends not to declare dividends, but to

pursue a policy of retaining earnings, if any, for use in the Company's

operations and to finance expansion of its business. The declaration and

payment of dividends in the future on the Common Stock will be determined by

the Board of Directors in light of conditions then existing, including the

Company's earnings, financial condition, capital requirements and other

factors. In addition, as noted below, the Company is in arrears in the payment

of dividends on its Preferred Stock.

Holders of preferred shares are entitled to cumulative dividends of 8%

per annum on the stated value of the stock, designated at $7 per share.

Dividends are payable semi-annually on September 15 and March 15. No

dividends have been paid since March 15, 1993, resulting in dividends in

arrears at December 31, 2008 of approximately $438,340 or $8.68 per share.

Dividends are not payable on any other class of stock ranking junior to the

preferred stock until the full cumulative dividend requirements of the

preferred stock have been satisfied. There are not sufficient preferred shares

(left unconverted) to trade publicly and the financial condition of the

company has made the probability of dividend payment to preferred shareholders

unlikely.

Securities authorized for issuance under equity compensation plans.

None

Description of Securities

Common Stock

The authorized capital stock of the Company consists of 50,000,000 shares

of common stock, par value $.01 per share, of which 23,020,845 were

outstanding as of December 31, 2008. Holders of common stock are entitled to

one vote per share.

Preferred Stock

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has

a par value of $0.01 per share. As of December 31, 2008 there were 50,500

shares outstanding.

The preferred stock carries a liquidation preference equal to its stated

value plus any unpaid dividends. Holders of the preferred stock are entitled

to one-tenth of a vote for each share of preferred stock held. The Company

may, at its option, redeem at any time all shares of the preferred stock or

some of them upon notice to each preferred stockholder at a per share price

equal to the stated value ($7.00) plus all accrued and unpaid dividends

thereon (whether or not declared) to the date fixed for redemption, subject to

certain other provisions and requirements. Preferred Shares may be converted

into Common Shares on a one share of Preferred Stock for two shares of Common

Stock basis.

ITEM 6. Selected Financial Data.

Not required for smaller reporting issuers.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the

Consolidated Financial Statements and notes thereto. See "ITEM 8 FINANCIAL

STATEMENTS".

Management's Discussion and Analysis:

The following discussion should be read in conjunction with the

consolidated historical financial statements of the Company and related notes

thereto included elsewhere in this Form 10-K for the year ended December 31,

2008. This discussion contains forward-looking statements regarding the

business and industry of the Company within the meaning of the Private

Securities Litigation Reform Act of 1995. These statements are based on the

current plans and expectations of the Company and involve risks and

uncertainties that could cause actual future activities and results of

operations to be materially different from those set forth in the forward-

looking statements. The information set forth and discussed below for the

years ended December 31, 2008 and December 31, 2007 was derived from the

consolidated financial statements included elsewhere herein.

RESULTS OF OPERATIONS

2008 VERSUS 2007

Operating costs for the year ended December 31, 2008 of $465,707

increased $42,089, or 10%, over those of the year ended December 31, 2007

of $423,618 due primarily to: an increase in travel and meals and entertainment expense of $31,564, or 83% in 2008 versus 2007 due to increased incidences of off-site due diligence and increased efforts to find suitable merger candidates, an increase in legal and professional expenses of $5,731, or 13.3% related to compliance with The Sarbanes-Oxley Act of 2002, and an increase in office expenses of $6,426, or 142% in 2008 due to the timing of purchases of software and hardware upgrades and supplies.

Interest income declined $14,803, or 60%, in 2008 versus 2007 due to lesser amounts invested.

Liquidity and Capital Resources:

At its current level of operations, the Company will need to begin profitable operations and or raise additional capital during the next fiscal year.

There were no capital expenditures in 2008 and none are planned for 2009

as long as the Company continues at its current level of operations. Capital

expenditures could be made in conjunction with a business combination or

investment.

CURRENT PLAN OF OPERATIONS

Management's Plans are to acquire, merge or otherwise combine with an

operating company. Management is currently seeking an entity with which to

affiliate. The Company is free to seek alternative businesses in its existing

or other industries. Management's main objective is to seek to increase

shareholder value. All viable alternatives will be evaluated, including, but

not limited to: investments, mergers, purchases, or the offering of Company

securities, etc. Alternatives that provide existing shareholders with the

greatest potential benefit will be favored.

As of the date of this report, management had carefully evaluated several

potential affiliation candidates. To date, no formal or informal agreement

has been reached with respect to any potential candidate, although some

evaluations are currently still in progress. Until a suitable business

opportunity presents itself, the Company intends for its resources to continue

to be invested primarily in interest bearing accounts.

Management encourages its shareholders to communicate directly with the

Company for its typical investor relations, including address changes and for

general corporate information by calling or writing to the Company at its

administrative offices or by posting a message to tradingear@comcast.net.

Management also encourages shareholders to keep their address current with the

Company.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This annual report includes forward looking statements which involve

risks and uncertainties. Such statements can be identified by the use of

forward-looking language such as "will likely result", "may", "are expected

to", "is anticipated", "estimate", "believes", "projected", or similar words.

All statements, other than statements of historical fact included in this

section, are forward-looking statements. Although the Company believes that

the expectations reflected in such forward-looking statements are reasonable,

it can give no assurance that such expectations will prove to have been

correct. The Company's actual results could differ materially from those

anticipated in any such forward-looking statements as a result of various

risks, including, without limitation, the dependence on a single line of

business; the failure to close proposed financing; rapid technological change;

inability to attract and retain key personnel; the potential for significant

fluctuations in operating results; the loss of a major customer; and the

potential volatility of the Company's common stock.

ITEM 7A. Quantitative and Qualitative disclosure about Market Risk.

Not required for smaller reporting companies.

ITEM 8. Financial statements and Supplementary Data

The Consolidated Financial Statements are filed as part of this Annual

Report on Form 10-K.

TGFIN HOLDINGS, INC.

{A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

TGFIN Holdings, Inc.

(A Development Stage Company)

North Logan, Utah

We have audited the accompanying balance sheets of TGFIN Holdings, Inc. (a development stage company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2008, and from inception of the development stage on April 1, 2003 through December 31, 2008. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 statements. 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 audits provide 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 TGFIN Holdings, Inc. (a development stage company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2008, and from inception of the development stage on April 1, 2003 through December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assertion about the effectiveness of TGFIN Holdings, Inc.'s (a development stage company) internal control over financial reporting as of December 31, 2008 included in “Management’s Report on Internal Control Over Financial Reporting” and, accordingly, we do not express an opinion thereon.

As discussed in Note 6 to the financial statements, the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. (Management's plans as to these matters are also described in Note 6.) The 2008 and 2007 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(/s/ HJ & Associates, LLC)

HJ & Associates, LLC

Salt Lake City, Utah

March 25, 2009

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, December 31,

2008 2007

------------- ------------

ASSETS

Current Assets:

Cash and cash equivalents $ 316,795 $ 767,349

Prepaid expenses 14,135 14,506

----------- ------------

Total Current Assets 339,930 781,855

Property and equipment, net - -

Deposits 500 500

------------ ------------

Total Assets $ 331,430 $ 782,355

============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable $ 5,380 $ 13,201

Accrued expenses - -

------------ ------------

Total Current Liabilities 5,380 13,201

------------ ------------

Stockholders' Equity:

Preferred stock ($0.01 par value

8% cumulative preferred stock,

1,000,000 shares authorized,

50,500 shares issued and

outstanding as of December 31,

2008 and 2007 respectively) 506 506

Common stock ($.01 par value,

50,000,000 shares authorized,

23,020,845 and 22,720,845 shares

issued and outstanding at

December 31, 2008, and 2007

respectively) 230,208 227,208

Additional paid-in-capital 3,775,783 3,765,908

Retained deficit prior to

development stage (1,077,064) (1,077,064)

Retained deficit during

development stage (2,603,383) (2,147,404)

------------ ------------

Total Stockholders' Equity 326,050 769,154

------------ ------------

Total Liabilities and

Stockholders' Equity $ 331,430 $ 782,355

============ ============

These accompanying notes are integral part of these consolidated financial

statements.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

From

Inception

Of the

Development

For the Stage on

Years Ended April 1, 2003

December 31, To

2008 2007 December 31, 2008

REVENUES $ - $ - $ -

---------- ----------- ----------

OPERATING COSTS 465,707 423,618 2,739,368

---------- ----------- ----------

OPERATING LOSS (465,707) (423,618) (2,739,368)

---------- ----------- ----------

OTHER INCOME:

INTEREST INCOME 9,728 24,530 135,985

---------- ----------- ----------

TOTAL OTHER INCOME 9,728 24,530 135,985

---------- ----------- ----------

NET LOSS $ (455,979) $ (399,088) ($2,603,383)

========== =========== ==========

BASIC AND

DILUTED LOSS

PER SHARE: $ (.02) $ (.02)

========== ===========

Weighted Average

Number of shares

Outstanding 22,878,996 22,658,790

========== ===========

The accompanying notes are an integral part of these consolidated financial

statements.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Preferred Stock Common Stock

Par Value $.01 Par Value $.01

------------------------ -----------------------

Preferred Common

Number Stock Number Stock

of shares Amount of shares Amount

------------ --------- ------------ ---------

Balances April 1, 2003 50,500 $ 506 22,431,168 $ 224,312

Net loss from operations

for nine months ended

December 31, 2003 - - - -

----------- ---------- ---------- ----------

Balances December 31, 2003 50,500 506 22,431,168 224,312

Common stock issued for

accrued liabilities - - 273,010 2,730

Common stock issued

for compensation - - 200,000 2,000

Net loss from operations

for year ended December

31, 2004 - - - -

----------- ---------- ---------- ----------

Balances December 31, 2004 50,500 506 22,904,178 229,042

Common stock issued for

compensation 200,000 2,000

Retirement of shares in

settlement of countersuit (883,333) (8,834)

Net loss from operations

for year ended December

31, 2005 ------------ ---------- ----------- ---------

Balances December 31, 2005 50,500 506 22,220,845 222,208

Common stock issued for

compensation - - 175,000 1,750

Common Stock issued to

prior shareholders - - 150,000 1,500

Net loss from operations

for year ended December

31, 2006 - - - -

------------ ---------- ----------- ---------

Balances December 31, 2006 50,500 506 22,545,845 225,458

Common stock issued for

compensation - - 175,000 1,750

Net loss from operations

for year ended December

31, 2007 - - - -

------------ ---------- ----------- ---------

[Continued]

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Continued)

Additional Retained Total

Paid-in Earnings Stockholders'

Capital (Deficit) Equity

Balances April 1, 2003 $3,637,824 $(1,077,064) $ 2,785,578

Net loss from operations

for nine months ended

December 31, 2003 - (375,708) (375,708)

---------- ---------- ----------

Balances December 31, 2003 3,637,824 (1,452,772) 2,409,870

Common stock issued for

accrued liabilities 48,500 - 51,230

Common stock issued

for compensation 17,500 - 19,500

Net loss from operations

for year ended December

31, 2004 - (457,544) (457,544)

---------- ---------- ----------

Balances December 31, 2004 3,703,824 (1,910,316) 2,023,056

Common stock issued for

compensation 15,500 - 17,500

Retirement of shares in

settlement of countersuit 8,834 - -

Net loss from operations

for year ended December - (508,742) (508,742)

31, 2005

---------- --------- ----------

Balances December 31, 2005 3,728,158 (2,419,058) 1,531,814

Common stock issued for

compensation 13,000 - 14,750

Issuance of shares to

prior shareholders 15,000 - 16,500

Net loss from operations

for year ended December

31, 2006 - (406,322) (406,322)

----------- ---------- ----------

Balances December 31, 2006 3,756,158 (2,825,380) 1,156,742

Common stock issued for

compensation 9,750 - 11,500

Net loss from operations

for year ended December

31, 2007 - (399,088) (399,088)

----------- ---------- ----------

Balances December 31, 2007 3,765,908 (3,224,468) 769,154

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Preferred Stock Common Stock

Par Value $.01 Par Value $.01

------------------------ -----------------------

Preferred Common

Number Stock Number Stock

of shares Amount of shares Amount

------------ --------- ------------ ---------

Balances December 31, 2007 50,500 506 22,720,845 227,208

Common stock issued for

compensation - - 300,000 3,000

Net loss from operations

for year ended December

31, 2008 - - - -

------------ ---------- ----------- ----------

Balances December 31, 2008 50,500 $ 506 23,020,845 $ 230,208

========== ========== =========== ==========

[continued]

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Continued)

Additional Retained Total

Paid-in Earnings Stockholders'

Capital (Deficit) Equity

Common stock issued for

compensation 9,875 - 12,875

Net loss from operations

for year ended December

31, 2008 - (455,979) (455,979)

----------- ---------- ----------

Balances December 31, 2008 $ 3,775,783 $(3,680,447) $ 326,050

=========== ============ ==========

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

From

Inception

Of the

Development

For the Stage on

Years Ended April 1, 2003

December 31, To

2008 2007 December 31, 2008

---------- ---------- -----------

Cash Flows from

Operating activities:

Net Loss $ (455,979) $ (399,088) $ (2,603,383)

Adjustments to reconcile

Net loss to net cash

used in operating

activities:

Amortization of deferred

compensation - - 13,751

Compensation costs of

common stock issued

to employees and consultants 12,875 11,500 127,355

Cost of common stock issued

to shareholders - - 16,500

Changes in assets and

liabilities

Decrease (increase) in:

Accounts receivable - 31,250

Prepaid expenses 371 (14,442) 617

Deposits - - (500)

Increase (decrease)in:

Accounts payable and

accrued expenses (7,821) 11,171 (222,113)

---------- ---------- ----------

Net cash used in Operating

Activities (450,554) (390,859) (2,636,523)

---------- ---------- ----------

Net cash provided by

investing activities - - -

---------- ---------- ----------

Net cash from financing

Activities - - -

---------- ---------- ----------

Net Decrease

in Cash and Cash

Equivalents (450,554) (390,859) (2,636,523)

Cash and Cash Equivalents,

beginning of year 767,349 1,158,208 2,953,318

---------- ---------- ----------

Cash and Cash Equivalents,

end of year 316,795 $ 767,349 $ 316,795

========== ========== ==========

These accompanying notes are an integral part of these consolidated financial

statements.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

From

Inception

Of the

Development

For the Stage on

Years Ended April 1, 2003

December 31, To

2008 2007 December 31, 2008

Cash paid during

the period for:

Income Taxes $ - $ - $ 12,609

========== ========== ==========

Interest $ - $ - $ -

========== ========== ==========

Supplemental Disclosures

of Non-cash Investing and

Financing Activities:

Common stock issued

For accrued liabilities $ - $ - $ 51,230

========== ========== ==========

Common stock issued to

Prior Shareholders $ - $ 16,500 $ 16,500

========== ========== ==========

These accompanying notes are an integral part of these consolidated financial

statements.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

The Company consists of TGFIN Holdings, Inc. ("TGFIN") and its sole and

wholly-owned operating subsidiary, TradinGear.Com, Incorporated

("TradinGear"), together , the "Company". TGFIN was incorporated under the

laws of Delaware in March 1985 (originally as Mark, Inc.). TradinGear.com,

Incorporated was incorporated under the laws of the State of Delaware on July

7, 1999.

On September 12, 2002, TGFIN, formerly Digitran Systems, Incorporated

("Digitran", a publicly held Delaware corporation) acquired

TradinGear, in a reverse merger("merger"), whereby the shareholders of

TradinGear acquired control of Digitran. The provisions of the Merger included

a post-merger name change in which Digitran became TGFIN Holdings, Inc. Former

Digitran common stock shareholders exchanged their shares for TGFIN Holdings,

Inc. common stock shares on a 21-to-1 reverse split basis; former Digitran

common stock Class B shareholders exchanged their shares for TGFIN Holdings,

Inc. common stock shares on a 20-to-1 reverse split basis; and former

TradinGear.com, Incorporated common stock shareholders exchanged their shares

for TGFIN Holdings, Inc. common stock shares on a 1-to-1 basis.

Principles of Consolidation

The accompanying financial statements consolidate the accounts of the parent

company and its wholly-owned subsidiary. All significant inter-company

accounts and transactions have been eliminated in consolidation. The

financial statements reflect the consolidation of Digitran's Balance Sheet as

of September 12, 2002, the date of the merger.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial instruments, including

cash and cash equivalents, trade receivables, accounts payable and other

accrued liabilities, approximate fair value because of their short maturities.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Management's 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 revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Investments

The Company accounts for its investments in debt and equity securities in

accordance with Statement of Financial Accounting Standards No. 115,

"Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115),

which requires that investments in debt securities and marketable equity

securities be designated as trading, held-to-maturity or available-for-sale.

Management determines the appropriate classification of its investments in

debt and equity securities at the time of purchase and reevaluates such

determinations at each balance sheet date. Debt securities for which the

Company does not have the intent or ability to hold to maturity are classified

as available for sale, along with any investments in equity securities.

Securities available for sale are carried at fair value, with unrealized gains

and losses, net of income taxes, reported as a separate component of

Stockholders' Equity.

Property and Equipment

Property and equipment are recorded at cost and depreciated for

financial accounting purposes on the straight-line method over their

respective estimated useful lives ranging from three to thirty-nine years.

Upon retirement or other disposition of these assets, the cost and related

accumulated depreciation are removed from the accounts and the resulting gains

or losses are reflected in the results of operations.

Expenditures for maintenance and repairs are charged to operations. Renewals

and betterments are capitalized. Depreciation of leased equipment under

capital leases is included in depreciation.

Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 144 (SFAS

144), "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS

144 SFAS 144 develops one accounting model (based on the model in SFAS 121)

for long-lived assets that are to be disposed of by sale, and addresses the

principal implementation issues. SFAS 144 requires that long-lived assets that

are to be disposed of by sale be measured at the lower of book value or fair

value less cost to sell. This requirement eliminates APB30's requirement that

discontinued operations be measured at net realizable value or that entities

include under discontinued operations in the financial statements amounts for

operating losses that have not yet occurred. Additionally, SFAS 144 expands

the scope of discontinued operations to include all components of an entity

with operations that (1) can be distinguished from the rest of the entity and

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets [continued]

(2) will be eliminated from the ongoing operations of the entity in a disposal

transaction.

All long-lived assets are evaluated for impairment annually or whenever events

or changes in circumstances indicate the carrying amount may not be recoverable per SFAS 142 "Goodwill and Other Intangible Assets". Any impairment in value is recognized as an expense in the period when theimpairment occurs.

Stock-Based Compensation

The Company accounts for the issuance of stock, stock options, stock warrants and other share based payment arrangements in accordance with the provisions of SFAS No.123 (revised 2004), "Share-Based Payment". Statement 123(R) requires that we measure compensation costs related to our share-based payment transactions at fair value on the grant date and that we recognize those costs in the financial statements over the vesting period during which the employee provides service in exchange for the grant.

On January 1, April 1, August 20 and October 1, 2008, the Company issued 300,000 total shares of common stock for compensation to Directors and Officers in accordance with the terms of their respective compensation or employment agreements. The shares were valued at the market price at the date of issuance, ranging between $.035 and $.05 per share, resulting in current year compensation expense of $12,875.

On January 1, April 1 and October 1, 2007, the Company issued 175,000 total shares of common stock for compensation to Directors and Officers in accordance with the terms of their respective compensation or employment agreements. The shares were valued at the market price at the date of issuance, ranging between $.04 and $.08 per share, resulting in compensation expense of $11,500.

Earnings (Loss) Per Share

The Company computes earnings or loss per share in accordance with the Financial Accounting Standards Board Statement No. 128 "Earnings Per Share" (SFAS 128) which replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and thus is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is similar to the previous fully diluted earnings per share. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding.

Common equivalent shares also include the incremental common shares issuable upon the conversion of the Preferred Stock (using the if-converted method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Companies operations have not changed significantly compared to prior years. The Companies tax position taken in prior years for deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Management reviews these items regularly in light of changes in tax laws and court rulings at both federal and state levels.

The company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (“FIN 48”) on July 1, 2007. FIN 48 is an interpretation of FASB Statement No. 109, “Accounting for Income Taxes,” which seeks to standardize practices associated with certain aspects of measurement and recognition in accounting for income taxes. FIN 48 prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under FIN 48, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. Adoption of FASB Interpretation No. 48 had no material effect upon the company’s consolidated financial statements. See Footnote No. 4, “Provision for Income Taxes,” for additional information.

The Company files income tax returns in the U.S. federal jurisdiction, and the state of Utah. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2004.

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

Recent Accounting Pronouncements

Financial Accounting Standards No. 157, “Fair Value Measurements”

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not anticipate adoption of this standard will have a material impact on its consolidated financial statements.

Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115”

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“FAS No. 159”). This standard permits entities to choose to measure many financial instruments and certain other items at fair value and is effective for the first fiscal year beginning after November 15, 2007, which for the company begins with our 2008 fiscal year. The company does not expect to elect the fair value measurement option for any financial assets or liabilities at the present time.

Financial Accounting Standards No. 141 (Revised 2007), “Business Combinations”

On December 4, 2007, the FASB issued FAS No. 141 (Revised 2007), “Business Combinations” (“FAS No. 141(R)”). FAS No. 141(R) will significantly change the accounting for business combinations. Under FAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. FAS No. 141(R) also includes a substantial number of new disclosure requirements. FAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, which for the company begins with the 2009 fiscal year. The Company does not anticipate adoption of this standard will have a material impact on its 2007 consolidated financial statements.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (continued)

Financial Accounting Standards No. 160, “Non-controlling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51”

On December 4, 2007, the FASB issued FAS No. 160, “Non-controlling Interests in Consolidated Financial Statements-an Amendment of Accounting Research Bulletin (“ARB”) No. 51” (“FAS No. 160”). FAS No. 160 establishes new accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. FAS No. 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on

the deconsolidation date. FAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. FAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, which for us begins with our 2009 fiscal year. The Company does not anticipate adoption of this standard will have a material impact on its consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the prior year balances to conform

to the current year presentation.

Concentration of Credit Risk

The company maintains several accounts with financial institutions. The

accounts are insured by the Federal Deposit Insurance Corporation up to

$100,000. The company had $754,249 and $303,951 on December 31, 2007 and 2008, respectively.

2. CASH AND CASH EQUIVALENTS

The Company holds the majority of its cash in interest-bearing instruments

with short term (less than one year) maturities at several financial

institutions. Management intends to continue this practice until a suitable

investment or business combination is identified. The Company considers all

highly liquid investments with maturities of three months or less when

purchased to be a cash equivalent.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

3. PROPERTY AND EQUIPMENT

Property and equipment, at cost, and their respective useful lives consisted

of the following at:

Estimated

December 31, Useful

2008 2007 Lives

Computer equipment $ 10,000 $ 10,000 5

Office equipment - - 5

Leasehold improvements - - 5

-------- ---------

10,000 10,000

Less: Accumulated depreciation (10,000) (10,000)

-------- ---------

$ - $ -

======== =========

PROVISION FOR INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets

are recognized for deductible temporary differences and operating loss and tax

credit carry-forwards and deferred tax liabilities are recognized for taxable

temporary differences. Temporary differences are the differences between the

reported amounts of assets and liabilities and their tax bases. Deferred tax

assets are reduced by a valuation allowance when, in the opinion of

management, it is more likely than not that some portion or all of the

deferred tax assets will not be realized. Deferred tax assets and liabilities

are adjusted for the effects of changes in tax laws and rates on the date of

enactment.

Net deferred tax assets consist of the following components as of

December 31, 2008 and 2007:

2008 2007

Deferred tax assets:

NOL Carryover $ 1,355,200 $1,187,500

Deferred tax liabilities: - -

Valuation allowance (1,355,200) (1,187,500)

----------- ---------

Net deferred tax asset $ - $ -

=========== =========

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

PROVISION FOR INCOME TAXES (continued)

The income tax provision differs from the amount of income tax determined by

applying the U.S. federal income tax rates of 39% to pretax income from

continuing operations for the years ended December 31, 2008 and 2007 due to

the following:

2008 2007

Book Income $ (177,832) $ (155,650)

Meals and Entertainment 5,507 4,080

Stock for Services 5,021 4,480

Valuation Allowance 167,754 147,090

---------- ----------

$ - $ -

========== ==========

At December 31, 2008, the Company had net operating loss carry-forwards of

approximately $3,400,000 that may be offset against future taxable income from

the year 2008 through 2028. No tax benefit has been reported in the December

31, 2008 financial statements since the potential tax benefit is offset by a

valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net

operating loss carry-forwards for Federal income tax reporting purposes are

subject to annual limitations. Should a change in ownership occur, net

operating loss carry-forwards may be limited as to use in future years.

5. STOCK OPTIONS AND WARRANTS

A summary of the status of the Company's outstanding stock options and

warrants (all of which were exercisable) as of December 31, 2008 and 2007 and

changes during the years then ended, is presented below:

2008 2007

Weighted Weighted

Average Average

Exercise Exercise

Shares Price Shares Price

Outstanding, beginning of

year - $ 0.00 - $ 0.00

Granted - - - -

Expired/Cancelled - 0.00 - 0.00

Exercised - - - -

------- ------ ------- --------

Outstanding end of year 0 ��$ 0.00 0 $ 0.00

======== ====== ======= ========

Exercisable 0 $ 0.00 0 $ 0.00

======== ====== ======= ========

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

6. GOING CONCERN QUALIFICATION

The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate since then and has incurred losses each year. For the year ended December 31, 2008 the company lost $455,979 and had a Retained Deficit of $3,680,447. The company’s cash reserves of $316,795 as of December 31, 2008 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2009. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

The company plans to merge with, acquire an existing company or begin to operate during the year ending December 31, 2009. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital.

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, there may be various legal actions and

proceedings pending which seek damages against the Company. As of December 31,

2008 there were no other claims asserted or threatened against the Company.

Employment Agreements

The Company entered into an employment agreement with Scott Emerson Lybbert,

the Chief Executive Officer of the Company. The agreement was for a term of

three years, with one year renewal clauses, commencing April 1, 2003 and

provided for a base annual compensation of 100,000 shares of the company's

stock, $100,000, and for bonuses as determined by the Company's Board of

Directors. The Company had previously entered into an employment agreement

with Marni Gaer, Secretary of the Board of Directors and In House counsel for

the Company. The agreement was for the term of three years, with one year

renewal clauses, commencing October 1, 2002 and provided for a base annual

salary of $100,000 and for bonuses as determined by the Company's Board of

Directors. No bonuses were authorized or paid in 2008 or 2007.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

8. CAPITAL STOCK

Common Stock

The authorized common stock of the Company consists of 50,000,000 shares, with

a par value of $.01 per share. Holders of common stock are entitled to one

vote per share.

Preferred Stock

The authorized preferred stock of the Company consists of 1,000,000 shares,

with a par value of $0.01 per share. Holders of Preferred stock are entitled

to one-tenth of a vote for each share held.

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value

of $0.01 per share. As of December 31, 2008, there were 50,500 shares

outstanding. Holders of preferred shares are entitled to cumulative dividends

of 8% per annum on the stated value of the stock, designated at $7 per share.

Dividends are payable semi-annually on September 15 and March 15. No dividends

have been paid since March 15, 1993, resulting in dividends in arrears at

December 31, 2008 of approximately $438,340 or $8.68 per share. Dividends are

not payable on any other class of stock ranking junior to the preferred stock

until the full cumulative dividend requirements of the preferred stock have

been satisfied. The preferred stock carries a liquidation preference equal to

its stated value plus any unpaid dividends. The Company may, at its option,

redeem at any time all shares of the preferred stock or some of them upon

notice to each preferred stockholder at a per share price equal to the stated

value ($7.00) plus all accrued and unpaid dividends thereon (whether or not

declared) to the date fixed for redemption, subject to certain other

provisions and requirements. Preferred Shares may be converted into Common

Shares on a one share of Preferred Stock for two shares of Common Stock basis.

The potential liability for dividends in arrears is contingent upon the

Company's declaration of a dividend. The Company has represented that it does

not intend to declare a dividend.

TGFIN HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(Continued)

9. CAPITAL STOCK (continued)

On January 1, April 1, August 20 and October 1, 2008, the Company issued 300,000 total shares of common stock for compensation to Directors and Officers in accordance with

the terms of their respective compensation or employment agreements. The shares were valued at the market price at the date of issuance, ranging between $.035 and $.05 per share, resulting in current year compensation expense of $12,875.

On January 1, April 1 and October 1, 2007, the Company issued 175,000 total shares

of common stock for compensation to Directors and Officers in accordance with

the terms of their respective compensation or employment agreements. The

shares were valued at the market price at the date of issuance, ranging

between $.04 and $.08 per share, resulting in compensation expense of $11,500.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

ITEM 9A. Controls and procedures

Management’s annual report on internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002 requires management to include in this Annual Report on Form 10-K a report on the effectiveness of our internal control over financial reporting. The Company’s external auditors were not engaged to examine management's assertion about the effectiveness of internal control over financial reporting as of December 31, 2008 and, accordingly, they did not express an opinion thereon.

Management of TGFIN Holdings, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of TGFIN Holdings, Inc.;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of TGFIN Holdings, Inc. are being made only in accordance with authorizations of management and directors of TGFIN Holdings, Inc.; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of TGFIN Holdings, Inc.’ assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting – Guidance for Smaller Public Companies.

Based on our assessment and those criteria, our management believes that TGFIN Holdings, Inc. maintained effective internal control over financial reporting as of December 31, 2008.

Evaluation of disclosure controls and procedures. Our chief executive officer and chief financial officer are responsible for establishing and maintaining “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) for TGFIN Holdings, Inc. Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, have concluded that our disclosure controls and procedures are effective to ensure that information required

to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of TGFIN Holdings, Inc., together with its consolidated subsidiary (the Company), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of the end of the Company’s 2008 fiscal year, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our management believes that TGFIN Holdings, Inc. maintained effective internal control over financial reporting as of December 31, 2008.

ITEM 9B. Other Information.

None

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Directors and executive officers

The names, ages and positions of the directors and executive officers of

the Company are as follows:

NAME AGE POSITION

S. Emerson Lybbert 51 Chairman, President

Marni Gaer 42 Director, Secretary

Aaron Etra 68 Director

The Company's By-laws provide that the Directors of the Company shall

serve until the next annual meeting of shareholders and until their successors

are duly appointed and qualified. All officers serve at the pleasure of the

Board of Directors. During the fiscal year ended December 31, 2008 there was

one meeting of the Board of Directors, at which all Board members were in

attendance.

S. Emerson Lybbert - Chairman of the Board, President

Scott Emerson Lybbert, 51 years old, was appointed CEO and Chairman of

TGFIN and TradinGear by the Board of Directors on April 29, 2003. From October

1, 2002 to April 2003, he had been a consultant under contract to perform and

advise the Company with respect to normal CFO duties. Mr. Lybbert held the

same position for the parent company, when it was Digitran Systems,

Incorporated ("Digitran") in Logan, Utah from March 1998 to March 1999, during

which time he also served as a Director and Corporate Secretary. From March

1999 to March 2001, he served as Chief Financial Officer and Chief Information

Officer of Reynolds Corporation, a Division of Selkirk Industries, in Lynnwood

Washington. From April 2001 until April 2003, he was a self-employed

Independent Consultant. Nevertheless, from April 2000 until the merger with

TradinGear.com, Incorporated on September 12, 2002, he had been a consultant

to Digitran on a limited, volunteer basis, which included an appointment as

Corporate Secretary in April 2001.

Mr. Lybbert graduated from the University of Utah with a Bachelors and

Masters Degree in Professional Accountancy in 1983 and 1984, respectively. He

then joined the Tampa, Florida office of Price Waterhouse until leaving in

1991 as an Audit Manager. Since then, and up until his appointment as CEO of

the Company, Mr. Lybbert had been, both a CFO and CIO for nine years;

Consultant for three years; and Investor for all twelve. He has a wide range

of experience in manufacturing, agriculture, food processing, retail,

wholesale distribution, public utilities, software, and investment fund

management. Mr. Lybbert has been a shareholder since 1991.

Marni Gaer - Director, Secretary and In House Counsel

Marni Gaer became a Director, Corporate Secretary, and In House Counsel

of TradinGear in October 1999. She was then elected to these positions for

TGFIN on September 12, 2002. Since 1992, Ms. Gaer also has been and

currently serves as Vice-President and General Counsel for International

Printing Corporation, a family business located in Queens, New York,

where her responsibilities include union and labor negotiations and general

corporate law. Ms. Gaer earned her JD from Brooklyn Law School in 1991 and

graduated from the University of Pennsylvania with a Bachelor of Arts in

Economics in 1988.

Aaron Etra - Director

Aaron Etra was appointed Director of TGFIN and TradinGear on April 29,

2003. Aaron Etra has been the President of Investors & Developers Associates,

Inc., a developer of commercial, residential and industrial property in the

U.S., since 1981 as well as Chairman of Molecular Technology Group, a

biotechnology and consumer products and research and development group of

companies since 1998. He is also a Director of ABSS Corp. Mr. Etra has been

an Attorney and a counselor at law since 1966 specializing in commercial,

corporate, tax and personal law. His professional education includes a J.D. in

Law at Columbia University in 1965, L.L.M. in Law at New York University in

1966, a B.A. in Political Science and Economics at Yale University in 1962 and

he attended the Hague Academy of International Law during the summers of 1964-

65.

Involvement in certain legal proceedings by Officers and Directors

None

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as

amended.

The Company does not believe that any reporting person failed to file in

a timely fashion any report required by section 16(a) of the Securities Act of

1934, as amended, for the fiscal year ended December 31, 2007

Audit committee and Financial Expert

The Company does not have a formal Audit committee. All members of the

Board of Directors serve the functions of the audit committee, with S. Emerson

Lybbert, Chairman, CEO and CFO serving as its Chairman. S. Emerson Lybbert is

a "Financial expert" within the meaning of such phrase under applicable

regulations of the Securities and Exchange Commission, and currently is the

Board's only "financial expert," although all Board members are financially

literate. The Board members, functioning also as audit committee members,

have:

1) reviewed and discussed the audited financial statements with

management,

2) discussed with the independent auditors the matters required to be

discussed by SAS 61,

3) received the written disclosures and the letter from the

independent accountants required by Independence Standards Board

Standard No. 1, and discussed with the independent accountant the

independent accountant's independence, and

4) recommended that the audited financial statements be included in

the company's annual report 10-K.

The Board members performing the function of the audit committee are, S.

Emerson Lybbert, Marni Gaer, and Aaron Etra.

Code of Ethics

The Board of Directors has not yet adopted a Code of Ethics for its CEO

and CFO because it believes the design of, and compliance with, its controls

and procedures are sufficiently complete to mitigate such risks at its current

level of operations given the company is currently a Development Stage Company

with no operations. The Board of Directors maintains all approval authority

over significant transactions; use or commitment of company resources; and the

incurrence of debt or equity, etc.

ITEM 11. Executive Compensation

The following table sets forth certain specified information concerning

the compensation of the Chief Executive Officer of the Company and all other

officers (the Named Executive Officers):

Annual Compensation

____________________________

(a) (b) (c) (d) (e)

Long-term compensation

Name and ____(f)________(h)______

Principal Restricted Other

Position Year Salary Bonus Other Stock Awards

- - ----------- ---- -------- ----- ----- - ------------------------

S. Emerson

Lybbert 2008 $100,000 -0- $ -0- $ 5,000 -0-

Chairman 2007 100,000 -0- -0- 8,000 -0-

CEO 2006 100,000 -0- -0- 10,000 -0-

Marni Gaer 2008 $100,000 -0- -0- $ 4,000 -0-

Director, 2007 100,000 -0- -0- 2,000 -0-

Counsel 2006 100,000 -0- -0- 3,000 -0-

Aaron Etra 2008 $ -0- -0- -0- $ 3,875 -0-

Director 2007 -0- -0- -0- 1,500 -0-

2009 -0- -0- -0- 1,750 -0-

Other Items

There were no exercises of stock options (or tandem stock Appreciation

rights) and freestanding appreciation rights (or unexercised options or stock

appreciation rights) made during the fiscal year ended December 31, 2008 by

any Named Executive Officer.

Options and Stock Issuances

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR

VALUES

(a) (b) (c) (d) (e)

Number of Value of

Unexercised Unexercised

Options/SARs Options/SARs

at FY-End (#)at FY-End ($)

Shares Acquired Value Exercisable/ Exercisable/

Name on Exercise (#) Realized($) Unexercisable Unexercisable

S. Emerson Lybbert

(Chairman)

2008 -0- -0- 0/0 $0/0

2007 -0- -0- 0/0 $0/0

Marni Gaer

(Director)

2008 -0- -0- 0/0 $0/0

2007 -0- -0- 0/0 $0/0

Aaron Etra

(Director)

2008 -0- -0- 0/0 $0/0

2007 -0- -0- 0/0 $0/0

Director Compensation

At the discretion of the Board of Directors, an option exercisable for a

period of five years to acquire 10,000 shares of Common Stock at a price based

on the market value on the first trading day in January could be granted to

each currently serving Director. No options were granted to Directors or

Officers during the fiscal years ended December 31, 2008 or 2007.

The Company's Bylaws as well as Delaware corporate statutes provide for

indemnification of and advances of expenses (including legal fees) under

certain circumstances for officers and directors who are a party to or

threaten to be made a party to any proceeding by reason of the fact that they

are a director, officer or employee of the Company, against expenses and

amounts paid in settlement of such actions.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of December 31, 2008 the number of

shares of Common Stock, Series 1 Class A 8% Cumulative Convertible Preferred

Stock (the "Preferred Stock") owned by each person known to be the beneficial

owner of more than five percent of the outstanding shares of the Company's

Common Stock and Preferred Stock, by each director and each officer of the

Company and by all officers and directors as a group. Unless otherwise indicated, all persons have sole voting and investment power over such shares, subject to community

property laws.

Voting

Name and Number Power and

Address of of shares Percent of

Beneficial of outstanding outstanding

Owner\Identity Common Common

of Group (1) Stock Stock

Samuel Gaer 6,675,000 29.0%

1517 North 260 East

North Logan, UT 84341

Marni Gaer (2) * 2,300,000 10.0%

1517 North 260 East

North Logan, UT 84341

Kim Hemphill (3) 1,950,351 8.5%

16006 East Jacobs Road

Spokane, WA 99217

Bruce Frank 1,710,584 7.5%

238 Christopher Street

Montclair, NJ 07043

Global Net Financial 1,338,889 5.8%

7284 West Palmetto Pk. Rd.

Suite 120

Boca Raton, FL 33433

Norman Fuchs 975,689 4.2%

5 Flagpole Lane

East Setauket, NY 11733

S. Emerson Lybbert * 744,479 3.2%

1517 North 260 East

North Logan, UT 84341

Aaron Etra * 273,907 1.2%

1350 Ave of Americas

29th Floor

New York, NY 10019

All executive officers

and directors as a

group (3 persons) 3,318,386 14.4%

(1) Unless otherwise indicated, each person named in the table exercises

sole voting and investment power with respect to all shares beneficially

owned. As at the date hereof, TGFIN Holdings, Inc. had outstanding 23,020,845

shares of its common stock.

(2) Marni Gaer is the wife of Samuel Gaer. Includes 100,000 shares held in

trust for the children of Marni and Samuel Gaer, of which Marni Gaer is the

Trustee.

(3) Amount includes shares held in Trusts, for which Kim Hemphill is the

Trustee.

None of the Beneficial Owners or Groups listed above holds any other

class of shares other than common stock.

*Indicates current officer or director of the Company.

ITEM 13. Certain relationships and Related Transactions, and Director Independence

None

ITEM 14. Principal Accountant Fees and Services

AUDIT AND NON-AUDIT FEES

Aggregate fees for professional services rendered for the Company by

HJ & Associates, LLC for the years ended December 31, 2008 and 2007 are set

forth below.

YEAR 2008 YEAR 2007

AUDIT FEES $ 12,040 $ 13,890

AUDIT-RELATED FEES $ - $ -

TAX FEES $ 885 $ 570

ALL OTHER FEES $ - $ -

--------- - ---------

TOTAL $ 12,925 $ 14,460

========= =========

Audit Fees for the fiscal years ended December 31, 2008 and 2007 were

for the audits of the consolidated financial statements of the Company,

quarterly review of the financial statements included in Quarterly Reports on

form 10-Q, consents, and other assistance required to complete the year end

audit of the consolidated financial statements. Amounts included are for the

respective year's audit work.

Audit-Related Fees as of the years ended December 31, 2008 and 2007 would

have been for assurance and related services reasonably related to the

performance of the audit or reviews of financial statements and not reported

under the caption Audit Fees.

Tax Fees as of the years ended December 31, 2008 and 2007 were for

professional services related to tax compliance, tax authority audit support

and tax planning. Amounts are included in the year billed.

As the company does not have a formal audit committee, the services

described above were not approved by the audit committee under the de minimus

exception provided by Rule 2-01 (c) (7) (i) (C) under Regulation S-X.

ITEM 15 Exhibits and Financial Statements schedules

(a)(1)(2) Financial Statements. See our audited financial statements for the year ended December 31, 2008, contained in Part II, Item 8, above, which are incorporated by reference.

(a)(3) Exhibits: The following are filed as part of this Annual Report

Exhibit 31.1

Certification of Scott Emerson Lybbert as Chief Executive Officer,

pursuant to section 302 of the Sarbanes-Oxley act of 2002.

Exhibit 31.2 Certification of Scott Emerson Lybbert as Chief Financial Officer,

pursuant to section 301 of the Sarbanes-Oxley act of 2002.

Exhibit 32

Certification of Scott Emerson Lybbert, pursuant to section 906 of the

Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TGFIN HOLDINGS, Inc.

Date:

March 30, 2009

By:

/s/ S. Emerson Lybbert

S. Emerson Lybbert, President

Principal Executive Officer,

Principal Financial Officer

Pursuant to the requirements of The Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

TGFIN HOLDINGS, Inc.

Date:

March 30, 2009

By:

/s/ S. Emerson Lybbert

S. Emerson Lybbert, President

Principal Executive Officer,

Principal Financial Officer

Date:

March 30, 2009

By:

/s/ Marni Gaer

Marni Gaer, Director

Date:

March 30, 2009

By:

/s/ Aaron Etra

Aaron Etra, Director

Exhibit 31-1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, S. Emerson Lybbert, certify that:

1. I have reviewed this annual report on Form 10-K of TGFIN

Holdings, Inc.;

2. Based upon my knowledge, this report does not contain

any untrue statements of a material fact or omit to state a

material fact necessary to make the statements made, in light

of the circumstances under which such statements were made,

not misleading with respect to the period covered by this

report;

3. Based on my knowledge, the financial statements, and other

financial information included in this report, fairly

represent in all material respects the financial condition,

results of operations and cash flows of the Registrant as of,

and for, the periods presented in this report;

4. The registrant's other certifying officers and I are

responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and

15d-15(f))14 and 15d-14) for the registrant and have:

a) designed such disclosure controls or caused such internal

control over and procedures to be designed under out supervision,

and procedures to ensure that material information relating to the

registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure

controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls

and procedures as of the end of the period covered by this

report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have

disclosed, based on our most recent evaluation of internal control

over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing

the equivalent functions):

a) all significant deficiencies and material weaknesses in the

design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves

management or other employees who have a significant role

in the registrant's internal controls over financial reporting.

Chairman of the Board and

/s/ S. Emerson Lybbert Chief Executive Officer

-------------------------

S. Emerson Lybbert

Exhibit 31-2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, S. Emerson Lybbert, certify that:

1. I have reviewed this annual report on Form 10-K of TGFIN

Holdings, Inc.;

2. Based upon my knowledge, this report does not contain

any untrue statements of a material fact or omit to state a

material fact necessary to make the statements made, in light

of the circumstances under which such statements were made,

not misleading with respect to the period covered by this

report;

3. Based on my knowledge, the financial statements, and other

financial information included in this report, fairly

represent in all material respects the financial condition,

results of operations and cash flows of the Registrant as of,

and for, the periods presented in this report;

4. The registrant's other certifying officers and I are

responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and

15d-15(f))14 and 15d-14) for the registrant and have:

a) designed such disclosure controls or caused such internal

control over and procedures to be designed under out supervision,

and procedures to ensure that material information relating to the

registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

c) evaluated the effectiveness of the registrant's disclosure

controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls

and procedures as of the end of the period covered by this

report based on such evaluation; and

5. The registrant's other certifying officers and I have

disclosed, based on our most recent evaluation of internal control

over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing

the equivalent functions):

a) all significant deficiencies and material weaknesses in the

b) any fraud, whether or not material, that involves

management or other employees who have a significant role

in the registrant's internal controls over financial reporting.

/s/ S. Emerson Lybbert Chief Financial Officer

-------------------------

S. Emerson Lybbert

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TGFIN Holdings, Inc. (the “Registrant”) on Form 10-K for the period ending december 31, 2008, as filed with the securities and exchange commission on the date hereof (the “Annual Report”), I, S. Emerson Lybbert, Chairman of the Board, Chief Executive Officer and chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002, that:

(1)

the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:March 30, 2009 By: /s/ S. Emerson Lybbert

Name: S. Emerson Lybbert

Title: Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer), and

Chief Financial Officer

(Principal Financial Officer)

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