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 15, 2003
TGFIN Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11034 72-0861671
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1517 North 260 East, North Logan Utah 84341
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (435) 755-0188
____________________________n/a_____________________________________
(Former name or former address, if changed since last report.)
PLEASE ADDRESS ALL CORRESPONDENCE TO: Mark Gasarch, Esq.
150 East 58th Street
34th Floor
New York, New York 10155
(212) 956-9595
Item 4. Changes in Registrant's Certifying Accountant
The Company's financial statements for its fiscal year ended December 31, 2002
were prepared by Samuel Klein and Company, Certified Public Accountants.
Samuel Klein and Company also reviewed the Company's filings on Form 10-QSB
for its fiscal quarters ended March 31, 2003 and June 30, 2003.
(i) On September 15, 2003 Samuel Klein and Company, the Company's Newark, New
Jersey based certified public accountants, was dismissed as the Company's
accountants as part of the Company's cost-saving plan which had resulted in
the move of the Company's headquarters from New York City, New York to North
Logan, Utah.
(ii) The report of Samuel Klein and Company on the Company's financial
statements for the fiscal year ended December 31, 2002 contained no adverse
opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit
scope, or auditing principles.
(iii) The decision by the Company to change accountants was approved by the
Company's audit committee of the board of directors and by the board of
directors itself.
(iv)(A) There were no disagreements between the Company and Samuel Klein and
Company, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Samuel Klein and Company, would
have caused them to make reference to the subject matter of the disagreement
in connection with its report.
(iv)(B) Samuel Klein and Company has not advised the Company that:
(1) internal controls necessary to develop reliable financial statements
did not exist; or
(2) information has come to their attention which made them unwilling to
rely upon management's representations, or made them unwilling to be
associated with the financial statements prepared by management; or
(3) the scope of the audit should be expanded significantly, or
information has come to their attention that they have concluded will, or if
further investigated might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal year ended
December 31, 2002.
On September 15, 2003 the Company engaged HJ & Associates, LLC of Salt Lake
City, Utah as their accountants to render its report on the Company's
financial statements for the fiscal year ended December 31, 2003. HJ &
Associates, LLC also will review the Company's Form 10-QSB for its fiscal
quarter ended September 30, 2003.
Item 7. Financial Statements and Exhibits
(a) and (b) - none
(c) Exhibits 16.1 - Letter Reporting Change in Certifying Accountant
from Samuel Klein and Company
(to be filed by amendment)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: September 19, 2003
TGFIN Holdings, Inc.
(Registrant)
By/s/ Scott Lybbert
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Scott Lybbert, President
Principal Executive Officer