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) December 16, 2002 TGFIN Holdings, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11034 72-086167 --------------- ----------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 39 Broadway, Suite 740, New York, New York 10006 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 363-3900 -------------- n/a - --------------------------------------------------------------------- (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 5. Other Events TGFIN Holdings, Inc. (the "Company") reported today that its wholly-owned operating subsidiary, TradinGear.com Incorporated, had entered into a two-year agreement with the New York Mercantile Exchange, New York, New York (the "Exchange") to provide the Exchange with an over-the-counter energy trading platform. The Company believes that this agreement provides a validation of the commercial viability of the Company's advanced technology. Item 7. Financial Statements and Exhibits (a) Financial statements and (b) Pro forma financial information None (c) Exhibits 99.1 Certification of Chief Executive Officer and Chief Financial Officer 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: December 16, 2002 TGFIN Holdings, Inc. (Registrant) By/s/ Samuel Gaer --------------------------- Samuel Gaer, President Principal Executive Officer