U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CUSIP Number 88321N 10 6 SEC File Number 1-11034
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
(X)Form 10-KSB ( ) Form 10-K ( )Form 11-K ( )Form 20-F
( )Form 10-QSB ( ) Form 10-Q ( ) Form N-SAR
For Period Ended: December 31, 2002
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates:
n/a
Part I - Registrant Information
Full Name of Registrant: TGFIN HOLDINGS, INC.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number): 39 Broadway, Suite
740
City, State and Zip Code: New York, New York 10006
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check if appropriate)
( ) (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(X) (b) The subject annual report or semi-annual report/portion thereof will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report/portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
( ) (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB or N-SAR or portion thereof could not be filed within the
prescribed time period.
During its prior fiscal quarter, the Company merged with TradinGear.com
Incorporated, which now constitutes substantially all of the Company's assets
and revenues. TradinGear.com Incorporated had been privately owned and had
maintained its books and records on a calendar year basis. It has taken an
extended period of time to integrate the financial books and records of the
two companies and to align the fiscal periods of the Company, which had used
an April 30th fiscal year end, with that of TradinGear.com Incorporated so
that the Company can adopt the calendar year as its reporting period.
_________________________________________________________________
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
information: Mark Gasarch, Esq. (212) 956-9595
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s). (X) Yes ( ) No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
(x) Yes ( ) No
If so, attach an explanation of the anticipated change, both
normatively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results can not be made.
Since the merger of the Company (formerly Digitran Systems Incorporated) and
TradinGear.com Incorporated took place on September 12, 2002, there are no
"results of operations from the corresponding period for the last fiscal year
(December 31, 2001)". Taken separately, TradinGear. Com, Incorporated had a
loss from operations (audited) of $436,651 for the fiscal year ended December
31, 2001 and Digitran Systems Incorporated had no continuing operations during
that same period. However, until the financial statements of both companies
have been completed and consolidated, no quantitative estimate can be made at
this time regarding the results from operations for the fiscal year just
ended. Nevertheless, no significant change in results of operations or trends
apparent therein, from those reported in the previous 10-QSB (for the period
ended September 30, 2002) are anticipated to be reflected in the earnings
statement of the 10-KSB for the year ended December 31, 2002.
TGFIN HOLDINGS, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2003 By/s/ Samuel Gaer
----------------------
Samuel Gaer, President
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).