Redify (RDFY) 10-K 2009 FY 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, 2009

or

[ ] 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.)

13-05 44^th Ave.

Long Island City, NY 11101

(Address of Principal Executive Offices)

(718) 395-9690

(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 r egistered

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 o f 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]

1

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 &nb sp;        [ ]

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 [ ] No [X]

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 $130,275 at December 31, 2009, computed

at the closing quotation for the Registrant's common stock of $0.01 as of

December 31, 2009.

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

Not applicable.

Outstanding Shares

At March 31, 2010 there were 23,321,045 shares of the Registrant's Common Stock and 50,400 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.

Documents Incorporated by Reference

None

2

                                     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"). See NOTE 9: SUBSEQUENT EVENT regarding TradinGear.Com’s return to operations d/b/a iDEV3. 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, establ ished

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.

3

     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

2009 and 2008.

     Employees

     As of December 31, 2009 and 2008, the Company had 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

$10,860. 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 $905.

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, 2009 there were no claims asserted or threatened against

the Company.

ITEM 4  RESERVED.

                                   PART II

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

4

                                    2009                       2008

                         High Close    Low Close      High Close  Low Close

1st  Quarter         & nbsp;   $ .04         $ .02          $ .05       $ .03

2nd  Quarter               .04           .01            .05         .03

3rd  Quarter               .09           .01            .04         .03

4th  Quarter                ;.03           .01            .07         .01

Shareholders

     As of December 31, 2009, 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 Stoc k.

     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, 2009 of approximately $465,696 or $9.24 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 re 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 s hares

of common stock, par value $.01 per share, of which 23,321,045 were

outstanding as of December 31, 2009. 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, 2009 there were 50,400

shares outstanding.

     The preferred stock carries a liquidation preference equal to its stated

5

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

Conso lidated 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,

2009. 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 19 95. 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, 2009 and December 31, 2008 was derived from the

consolidated financial statements included elsewhere herein.

RESULTS OF OPERATIONS

2009 VERSUS 2008

     Operating costs for the year ended December 31, 2009 of $312,970 decreased $152,737 or 32.8%, over those of the year ended December 31, 2008 of $465,707 due primarily to: (1) reduced payroll expenses of $103,988 or 38.2%, including a decrease in Officer’s salaries of  $29,167 or 29.2% and a decrease in Administrative salaries of $67,083 or 51.6%; (2) reduced travel expenses of $25,563 or 58.3%; (3)  reduced Legal and Professional expenses of $18,964 or 38.8%; and (4) decreased Office supplies expense of $6,556 or 87% due to decisions made by management to preserve cash. In addition, Interest income of $1,063 for the year ended December 31, 2009 decreased $8,665 or 89.1% due to lesser amounts of cash on hand.

Liquidity and Capital Resources:

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

     There were no capital expenditures in 2009 and none are planned for 2010

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.

6

CURRENT PLAN OF OPERATIONS

See NOTE 9 SUBSEQUENT EVENT.

TGFIN Holdings, Inc. (TGFN.OB) (“TGFIN”) announced that it has launched its subsidiary, iDEV3, to become the first publicly-traded iPhone App Incubator Company. In conjunction with this initiative, the Board of Directors of TGFIN appoints Sam Gaer, the largest single shareholder of TGFIN, as President and CEO of iDEV3.

TGFIN hopes to become a leading incubator for application development. See www.idev3.com. After several years of trying to find a suitable merger candidate, the company turned to the talents of its principal shareholders and resumed developing software. The company plans to offer private third party developers a standard range of shares and a potential bonus scheme based upon the success of the application in exchange for the application. In essence, the company will become a cooperative for private developers who wish to “equitize” their ideas quickly and efficiently.  In addition, the company will fund the development of certain applications on its own.

TGFIN Holdings, Inc. (TGFN.OB) (“TGFIN”) a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2) has completed a transaction that has the effect of causing it to cease being a shell company, as defined in Rule 12b-2 by reactivated its previously inactive operating subsidiary, Tradingear.com Incorporated (“Tradingear”) in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.  On February 19, 2010 the Board of Directo rs of both TGFIN and Tradingear authorized management to enter into a Material Definitive Agreement to purchase a software Applications in exchange for 600,000 options to purchase shares of TGFIN Common Stock at $.03 per share at any time between August 19, 2010 and August 12, 2013. The software applications, known as “SportsCast Baseball” and “SportsCast Basketball” were purchased from Gaer Consulting Group, a Related Party. Gaer Consulting Group is wholly-owned by Sam Gaer, TGFIN’s largest single shareholder. SportsCast Baseball and SportsCast basketball are new software applications with no previous operating history.

Management encourages its shareholders to communicate directly with the

Company for its typical invest or 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 li ne 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.

7

ITEM 8. Financial statements and Supplementary Data

     The Consolidated Financial Statements are filed as part of this Annual

Report on Form 10-K.

8

TGFIN HOLDINGS, INC.

{A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

9

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, 2009 and 2008, and the related statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2009, and from inception of the development stage on April 1, 2003 through December 31, 2009.  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 m isstatement.  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, 2009 and 2008, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2009, and from inception of the development stage on April 1, 2003 through December 31, 2009, 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, 2009 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 2009 and 2008 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         

April 6, 2010

10

                           TGFIN HOLDINGS, INC.

  ;                     (A Development Stage Company)

                      CONSOLIDATED BALANCE SHEETS

                                 December 31,     December 31,

                                     2009         & nbsp;    2008

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

ASSETS

Current Assets:

  Cash and cash equivalents       $    23,505     $    316,795

  Prepaid expenses                      1,272           14,135

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

     Total Current Assets              24,777          339,930

Property and equipment, net                 -                -

Deposits                             &n bsp;    500              500

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

     Total Assets                $     25,277     $    331,430

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

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

  Accounts payable               $      2,696     $      5,380

  Accrued expenses                        438                -

                                 ------------  & nbsp;  ------------

     Total Current Liabilities          3,134            5,380

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

Stockholders' Equity:

  Preferred stock ($0.01 par value

     8% cumulative preferred stock,

     1,000,000 shares authorized,

  & nbsp;  50,400 shares issued and

     outstanding as of December 31,

     2009 and 2008 respectively)          504              506

  Common stock ($.01 par value,

     50,000,000 shares authorized,

     23,321,045 and 23,020,845 shares

     issued and outstanding at

     December 31, 2009, and 2008

     respe ctively)                    233,210          230,208

  Additional paid-in-capital        3,780,783        3,775,783

  Retained deficit prior to

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

  Retained deficit during

   development stage               (2,915,290)      (2,603,383)

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

     Total Stockholders' Equity        22,143          326,050

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

     Total Liabilities and

     Stockholders' Equity    ;     $     25,277     $    331,430

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

The accompanying notes are an integral part of these consolidated financial

statements.

11

                          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

                             2009          2008    December 31, 2009

REVENUES                  $        -    $         -   $        -

                         &nbs p;----------    -----------   ----------

OPERATING COSTS              312,970        465,707    3,052,338

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

OPERATING LOSS              (312,970)      (465,707)  (3,052,338)

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

OTHER INCOME:

  INTEREST INCOME              1,063          9,728      137,048

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

    TOTAL OTHER INCOME         1,063          9,728      137,048

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

 NET LOSS                 $ (311,907)   $  (455,979) ($2,915,290)

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

 BASIC AND

 DILUTED LOSS

 PER SHARE:               $     (.01)   $      (.02)

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

 Weighted Average

 Number of shares

 Outstanding              23,221,460    22,878,996

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

The accompanying notes are an integral part of these consolidated financial

statements.

12

                       TGFIN HOLDINGS, INC.

             (A Development Stage Company)

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                   &n bsp;            Preferred Stock              Common Stock

                                 Par Value $.01             Par Value $.01

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

                            &n bsp;             Preferred                   Common

                           Number          Stock     Number           Stock

                           of shares       Amount    of shares        Amount

       &nb sp;                   ------------   ---------  ------------  ---------

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                              -           -             -           -

      &nbs p;                     -----------  ----------    ----------  ----------

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

Common stock issued for

 compensation                                             200,000       2,000

Retirement of shar es in

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

Net loss from operations

for year ended December

31, 2005

-

    -

   -

       -

&n bsp;                          ------------  ----------   -----------   ---------

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

Common stock issued for

 compensation                         -           -       175,000       1,750

Commo n 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

[Continued]

The accompanying notes are an integral part of these consolidated financial

statements.

13

                       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    &n bsp;(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            & nbsp;       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

 prio r shareholders              15,000             -         16,500

Net loss from operations

for year ended December

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

                            -----------    ----------  &nb sp;  ----------

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

[Continued]

The accompanying notes are an integral part of these consolidated financial

statements.

14

            &nb sp;          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 &nbs p;        Stock     Number           Stock

                           of shares       Amount    of shares        Amount

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

Common stock issued for

 compensation                 &nb sp;       -  $        -       175,000   $   1,750

Net loss from operations

for year ended December

31, 2007                              -           -             -           -

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

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     & nbsp;                        -           -             -           -

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

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

Common stock issued for

 compensation                         -           -       300,000       3,000

Conversion of Preferred

 Stock

    (100)

   (2)

 200

2

Net loss from operations

for year ended December

31, 2009                              -           -             -           -

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

Balances December 31, 2009       50,400  $      504    23,321,045  $  233,210

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

[continued]

The accompanying notes are an integral part of these consolidated financial

statements.

15

                       TGFIN HOLDINGS, INC.

                   (A Development Stage Company)

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                            &n bsp;         (Continued)

                              Additional     Retained      Total

                              Paid-in        Earnings  Stockholders'

                               Capital      (Deficit) &nbs p;     Equity

Common stock issued for

 compensation              $      9,750    $        -     $   11,500

Net loss from operations

for year ended December

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

     & nbsp;                      -----------    ----------     ----------

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

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

Common stock issued for

 compensation                     5,000             -          8,000

Conversion of Preferred

 Stock

       -

      -              -

Net loss from operations

for year ended December

31, 2009                              -      (311,907)      (311,907)

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

Balances December 31, 2009  $ 3,780,783   $(3,992,354)    $   22,143

                  ;           ===========   ============    ==========

The accompanying notes are an integral part of these consolidated financial

statements.

16

                        TGFIN HOLDINGS, INC.

                    (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF CASH FLOWS

                       &nbs p;                                

 From

Inception

Of the

Development

                                &nbs p; 

For the               Stage on

Years Ended           April 1, 2003

December 31,         &n bsp;      To

   2009           2008       December 31, 2009

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

Cash Flows from

Operating activities :

 Net Loss                  $     (311,907)   $  (455,979)    $ (2,915,290)

 Adjustments to reconcile

 Net loss to net cash

 used in operating

 activities:

  Amortization of deferred

  compensation                          -              -     &n bsp;     13,751

  Compensation costs of

  common stock issued

  to employees and consultants      8,000         12,875          135,355

 Cost of common stock issued

  to shareholders                       -              -           16,500

  Changes in assets and

  liabilities

   Decrease (increase) in:

   Accounts receivable                  -              -           31,250

   Prepaid expenses                12,863            371           13,480

   Deposits                              -              -             (500)

   Increase (decrease)in:

   Accounts payable and

   accrued expenses                (2,246)        (7,821)         (224,359)

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

    Net cash used in Operating

    Activities                   (293,290)      (450,554)       (2,929,813)

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

Net cash provided by

investing activities                     -           &nb sp; -                 -

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

Net cash from financing

Activities                               -             -                 -

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

Net Decrease

in Cash and Cash

Equivalents                       (293,290)     (450,554)       (2,929,813)

Cash and Cash Equivalents,

beginning of year                  316,795       767,349     & nbsp;   2,953,318

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

Cash and Cash Equivalents,

end of year                     $   23,505    $  316,795        $   23,505

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

The accompanying notes are an integral part of these consolidated financial

statements.

17

                       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

                              2009         2008     December 31, 2009

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

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

 Conversion of Preferred

  Stock

$        2   $

-      $        2

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

The acco mpanying notes are an integral part of these consolidated financial

statements.

18

                       TGFIN HOLDINGS, INC.

               (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL ST ATEMENTS

                        DECEMBER 31, 2009

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. See NOTE 9: SUBSEQUENT EVENT regarding TradinGear.com’s return to operations.

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 com mon 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.

19

                       TGFIN HOLDINGS, INC.

               (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                           (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 state ments 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 ASC 320-10,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 me thod 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 ASC 360-10, which 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. Discontinued operations includes all components of an entity

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

20

                       TGFIN HOLDINGS, INC.

                (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

         &nb sp;                 (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. Any impairment in value is recognized as an expense in the period when the impairment 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 ASC 718-10. We measure compensation costs related to our share-based payment transactions at fair value on the grant date and 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, and October 1, 2009, 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 $.01 and $.04 per shar e, resulting in current year compensation expense of $8,000.

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.

Earnings (Loss) Per Share

The Company computes earnings or loss per share in accordance with ASC 260-10. Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. 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.

21

                       TGFIN HOLDINGS, INC.

                  (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                            (Continued)

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

Income Taxes

The Company’s operations have not changed significantly compared to prior years.  The Company’s tax position taken in prior years for deferred income taxes has 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.

To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The company also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

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 2006.

Interest and penalties associated with unrecognized tax benefits are classified as additional income tax es 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 examin ation 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

                   &nbs p;  

22

 TGFIN HOLDINGS, INC.

                  (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                           (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 tax ing 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

In June 2009, the FASB issued ASC 105, “The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162.” ASC 105 establishes the FASB Standards Accounting Codification (“Codification”) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities and rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The Codification will supersede all the existing non-SEC accounting and reporting standards upon its effec tive date and subsequently, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Abstracts. SFAS 168 became effective for us in the third quarter of 2009 and will not have a material impact on our financial position or results of operations.

In May 2009, the FASB issued a new accounting pronouncement found under Accounting Standards Codification (“ASC”) Topic 855-10 regarding subsequent events (formerly SFAS 165) which defines a date through which management must evaluate subsequent events, and lists the circumstances under which an entity must recognize and disclose events or transactions occurring after the balance-sheet date. We have evaluated all subsequent events through the date of this filing.

Reclassifications

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

to the current year presentation.

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 e quivalent.

23

                       TGFIN HOLDINGS, INC.

                 (A Development Stage Company)

  & nbsp;         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                           (Continued)

3.  PROPERTY AND EQUIPMENT

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

of the following at:

          &n bsp;                                                      Estimated

                                                December 31,      Useful

                                          ;     2009      2008      Lives

          Computer equipment              $ 10,000  $  10,000        5

          Office equipment                       -          -        5

          Leasehold improvements               &nbs p; -          -        5

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

                                            10,000     10,000

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

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

                                          $      -  $       -

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

4.

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, 2009 and 2008:

                                   2 009            2008

     Deferred tax assets:

          NOL Carryover       $ 1,468,437      $1,355,200

     Deferred tax liabilities:          -               -

     Valuation allowance       (1,468,437)     (1,355,200)

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

     Net deferred tax asset   $         -       $       -

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

24

                       TGFIN HOLDINGS, INC.

                 (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                          ;  (Continued)

4.

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, 2009 and 2008 due to

the following:

                               ;          2009            2008   

     Book Income                     $ (121,644)  $ (177,832)

     Meals and Entertainment              5,322        5,507

     Stock for Services                   3,120        5,021

     Valuati on Allowance                113,202      167,754

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

                                     $        -   $        -

                       & nbsp;             ==========   ==========

At December 31, 2009, the Company had net operating loss carry-forwards of

approximately $3,700,000 that may be offset against future taxable income from

the year 2009 through 2029.  No tax benefit has been reported in the December

31, 2009 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 reporti ng 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, 2009 and 2008 and

changes during the years then ended, is presented below:

                            &nbs p;       2009                 2008

                                  Weighted             Weighted

                                  Average              Average

              & nbsp;                   Exercise             Exercise

                          Shares   Price      Shares    Price  

Outstanding, beginning of

 year                           -  $ 0.00          -  $   0.00

Granted  & nbsp;                      -       -          -         -

Expired/Cancelled               -    0.00          -      0.00

Exercised                       -       -          -         -

             &nb sp;            -------  ------    -------  --------

Outstanding end of year         0  $ 0.00          0  $   0.00

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

Exercisable                     0  $ 0.00          0  $   0.00

            & nbsp;            ========  ======    =======  ========

25

                       TGFIN HOLDINGS, INC.

                  (A Development Stage Company)

        &nbs p;   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                           (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, 2009 the company lost $311,907 and had a Retained Deficit of $3,992,354. The company’s cash reserves of $23,505 as of December 31, 2009 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2010.  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, 2010. See NOTE 9: SUBSEQUENT EVENTS. 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 c apital.

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,

2009 there were no other claims asserted or threatened against the Company.

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, 2009, there were 50,400 shares

outstanding.  Holders of preferred shares are entitled to cumulative dividends

of 8% per annum on t he 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, 2009 of approximately $465,696 or $9.24 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 an y 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

26

              & nbsp;        TGFIN HOLDINGS, INC.

                 (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2009

                           (Continued)

8. CAPITAL STOCK (continued)

Shares on a one share of Preferred Stock for two shares of Common Stock basis. On August 31, 2009 a Preferred shareholder converted 100 shares of Preferred Stock into 200 shares of Common Stock. 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.

On January 1, April 1 and October 1, 2009, 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 $.01 and $.03 per share, resulting in current year compensation expense of $8,000.

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.

9. SUBSEQUENT EVENT

TGFIN Holdings, Inc. (TGFN.OB) reactivated its previously inactive operating subsidiary, Tradingear.com Incorporated (“Tradingear”) in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.  On February 19, 2010 the Board of Directors of both TGFIN and Tradingear authorized management to enter into a Material Definitive Agreement to purchase software applications in exchange for 600,000 options to purchase shares of TGFIN Common Stock at $.03 per share at any time between August 19, 2010 and August 19, 2013. The software applications, known as “SportsCast Baseball” and SportsCast Basketball” were purchased from Gaer Consulting Group, a related party. Gaer Consulting Group is wholly-owned by Sam Gaer, TGFIN’s largest single shareholder. SportsCast Baseball and SportsCast Basketball are new software applications with no previous operating history. TGFIN Holdings, Inc. a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2) has completed a transaction that has the effect of causing it to cease being a shell company, as defined in Rule 12b-2 by reactivating its previously inactive op erating subsidiary, Tradingear.com Incorporated (“Tradingear”) in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.

The Company also announced the appointment of Sam Gaer, the largest single shareholder of TGFIN, as President and CEO of iDEV3 and as a Director, to replace Marni Gaer, who resigned with no disputes.

27

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, 2009 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, 2009. 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, 2009.

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 disc losure controls and procedures are effective to ensure that information required

28

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, 2009 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 2009 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, 2009.

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          52    &nbs p;      Chairman, President

    Marni Gaer                  43            Director, Secretary

    Aaron Etra                  69            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, 2009 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, 52 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 th e Company with respect to normal CFO duties. Mr. Lybbert held the

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

29

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 Lynnwoo d

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 Secre tary, 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, 2009

30

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 accounta nt 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 concernin g

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)

              & nbsp;                              Long-term compensation

Name and                                     ____(f)________(h)______

Principal                                    Restricted      Other

Position    Year        Salary   Bonus   Other Stock Awards

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

S. Emerson

 Lybbert    2009      $ 70,000    -0-  $  -0-   $ 3,000     -0-

 Chairman   2008       100,000    -0-     -0-     5,000     -0-

 CEO        2007       100,000    -0-     -0-     8,000     -0-

Marni Gaer  2009      $ 41,667    -0-     -0-   $ 1,000     -0-

Director,   2008       100,000    -0-     -0-     4,000     -0-

Counsel     2007       100,000    -0-     -0-     2,000     -0-

Aaron Etra  2009      $   -0-     -0-     -0-   $ 4,000     -0-

31

Director    2008          -0-     -0-     -0-     1,750     -0-

            2007          -0-     -0-     -0-     1,500     -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, 2009 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) &nb sp;           (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 &nbs p;Unexercisable

    S. Emerson Lybbert

    (Chairman)

       2009   -0-               -0-                   0/0     $0/0

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

    Marni Gaer

    (Director)

       2009   -0-               -0-                   0/0     $0/0

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

    Aaron Etra

    (Director)

       2009   -0-               -0-                   0/0     $0/0

       2008   -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, 2009 or 2008.

     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, 2009 the number of

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

32

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.

                                &nb sp;                  Voting

    Name and                   Number             Power and

    Address of              of shares             Percent of

    Beneficial            of outstanding          outstanding

    Owner\Identity        &n bsp;  Common               Common

    of Group (1)              Stock                Stock     

    Samuel Gaer                6,675,000              28.6%

    1517 North 260 East

    North Logan, UT  84341

    ; Marni Gaer (2) *           2,400,000              10.3%

    1517 North 260 East

    North Logan, UT  84341

    Kim Hemphill (3)           1,950,351               8.4%

    16006 East Jacobs Road

    Spokane, WA  99217

    Bruce Frank                 1,710,584               7.3%

    238 Christopher Street

    Montclair, NJ 07043

    Global Net Financial       1,338,889               5.7%

    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 *         844,479               3.6%

    1517 North 260 East

    North Logan, UT  84341

    Aaron Etra *                  373,907               1.6%

    1350 Ave of Americas

    29th Floor

    New York, NY  10019

    All executive officers

    and directors as a

    group (3 persons)          3,618,386              15.5%

(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 23,321,045

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.

33

(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, 2009 and 2008 are set

forth below.

                              YEAR 2009 YEAR 2008

AUDIT FEES                    $  16,500 $  13,000

AUDIT-RELATED FEES  &nbs p;         $       - $       -

TAX FEES                      $     640 $     885

ALL OTHER FEES                $       - $       -

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

TOTAL                 & nbsp;       $  17,140 $  13,885

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

     Audit Fees for the fiscal years ended December 31, 2009 and 2008 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, 2009 and 2008 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, 2009 and 2008 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, 2009, 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.

34

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:

April 6, 2010

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 th e following persons on behalf of the registrant and in the capacities and on the dates indicated.

                         TGFIN HOLDINGS, Inc.

Date:

April 6, 2010

By:

/s/ S. Emerson Lybbert

    & nbsp;                      

        S. Emerson Lybbert, President

Principal Executive Officer,

Principal Financial Officer

Date:

April 6, 2010

By:

/s/ Marni Gaer

        Marni Gaer, Director

Date:

April 6, 2010

By:

/s/ Aaron Etra

        Aaron Etra, Director

35