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 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
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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
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 years ended April 30, 2002
and April 30, 2001 were prepared by HJ & Associates, LLC, Certified Public
Accountants, of Salt Lake City, Utah. HJ & Associates, LLC also reviewed the
Company's filing on Form 10-QSB for its fiscal quarter ended July 31, 2002.
(i) On September 12, 2002 HJ & Associates, LLC, the Company's Salt Lake City,
Utah based certified public accountants, was dismissed as the Company's
accountants as part of the Company's merger which had resulted in the move of
the Company's headquarters from North Logan, Utah to New York City, New York.
(ii) The report of HJ & Associates, LLC on the Company's financial statements
for the fiscal years ended April 30, 2002 and April 30, 2001 contained no
adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or auditing principles, though it did contain an
explanatory paragraph describing conditions that raised substantial doubt
about that Company's ability to continue as a going concern.
(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 HJ & Associates,
LLC, 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 HJ & Associates, LLC, would have
caused them to make reference to the subject matter of the disagreement in
connection with its report.
(iv)(B) HJ & Associates, LLC 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 years ended
April 30, 2002 and April 30, 2001.
On September 12, 2002 the Company changed its fiscal year to December 31st and
engaged Samuel Klein and Company of Newark, New Jersey as their accountants to
render its report on the Company's financial statements for the fiscal year
ended December 31, 2002. Samuel Klein and Company also reviewed the Company's
Form 10-QSB for its fiscal quarter ended September 30, 2002.
Item 7. Financial Statements and Exhibits
(a) and (b) - none
(c) Exhibits 16.1 - Letter Reporting Change in Certifying Accountant
from HJ & Associates, LLC
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 17, 2003
TGFIN Holdings, Inc.
(Registrant)
By/s/ Scott Lybbert
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Scott Lybbert, President
Principal Executive Officer