SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 0-19470 72-0861671 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1517 North 260 East, North Logan Utah ______ 84341 (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. The Company's financial statements for its prior fiscal year had been prepared by HJ & Associates, LLC of Salt Lake City, Utah, who will now again be the Company's independent accountants. 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 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: October 9, 2003 TGFIN Holdings, Inc. (Registrant) By_/s/ Scott Lybbert___________ Scott Lybbert, President Principal Executive Officer