SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 12, 2002
TGFIN Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11034 72-086167
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
39 Broadway, Suite 740, New York, New York 10006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 363-3900
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Former Name - Digitran Systems, Incorporated
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Former Address - 205 West 8800 South, P.O. Box 91, Paradise, UT 84328
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(Former name or former address, if changed since last report.)
PLEASE ADDRESS ALL CORRESPONDENCE TO: Mark Gasarch, Esq.
150 East 58th Street
34rd Floor
New York, New York 10155
(212) 956-9595
Item 1. Changes In Control of Registrant
On September 12, 2002 the shareholders of the Registrant approved the merger
of the Registrant and its wholly-owned subsidiary, DSI Acquisition, Inc.
("DSI") into TradinGear.com Incorporated ("TradinGear"), as had been
previously approved by the shareholders of DSI and TradinGear and the boards
of directors of all three companies. As a result of this merger, those persons
who, by virtue of their shareholdings of and/or position with the Registrant
deem them to "control" the Registrant, and their percentage of voting
securities of the Registrant now beneficially owned directly or indirectly
are:
Samuel Gaer, President, Director - 32.7%
Marni Gaer, Secretary, Treasurer, Director - 9.9%
Ronald Comerchero, Director - 9.7%
Bruce Frank, Vice-President - 8.3%
(Marni Gaer is the wife of Samuel Gaer)
Prior to the merger, control of the Registrant was held by the following
persons:
Julie T. Reeves - 18.07%
Evelyn R. Call - 18.07%
Rigel Hulett - 18.07%
Quentin Casperson, President - 1.25%
Scott Lybbert, Secretary - 2.70%
Aaron Etra, Director - 1.13%
Gary Blum, Director - 1.21%
Item 5. Other Events
On September 12, 2002 the shareholders of the Registrant approved the
following, all previously approved by the Registrant's Board of Directors:
1. Increase in capitalization of the Registrant's common shares from
25,000,000 shares to 50,000,000 shares
2. A 1 for 21 reverse split of the Registrant's common shares
3. A change in the voting rights of the Registrant's common shares from 1/10
of a vote per share to 1 vote per share
4. The election of Samuel Gaer, Marni Gaer and Ronald Comerchero to the
Registrant's Board of Directors
5. The change of the Registrant's name to TGFIN Holdings, Inc.
6. The appointment of Samuel Klein and Company, CPAs, as the Registrant's
independent auditors
Item 7. Financial Statements and Exhibits
(a) Financial statements and
(b) Pro forma financial information
To be filed by amendment
(c) Exhibits
2.1 Certificate of Merger Merging DSI Acquisition, Inc Into
TradinGear.com Incorporated*
3.1 Certificate of Amendment to Certificate of Incorporation of
Digitran Systems, Incorporated*
99.1 Certification of Chief Executive Officer and Chief Financial
Officer *
* Filed herewith
Item 8. Change in Fiscal Year
On September 12, 2002 the Board of Directors of the Registrant resolved to
change its fiscal year from a fiscal year ended April 30 to a fiscal year
ended December 31. The Registrant has filed timely a Report on Form 10-QSB for
its fiscal quarter ended July 31, 2002. The Registrant will file a transition
report on Form 10-QSB for the fiscal quarter (two months) ended September 30,
2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 13, 2002
TGFIN Holdings, Inc.
(Registrant)
By/s/ Samuel Gaer
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Samuel Gaer, President
Principal Executive Officer