TGFIN Holdings, Inc
1517 North, 260 East North Logan, UT 84341
435.755.0188 phone 435.755.0187 fax
May 19, 2005
Mr. Brent Watson, Staff Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C.
Sent also Via Fax: 202.772.9210
Your Re: TGFIN Holdings, Inc. (file no. 000-19470)
Form 10-K: For the Fiscal Year Ended December 31, 2004
Dear Mr. Watson:
I am writing in response to your comment letter dated May 6, 2005 and
our subsequent telephone conversation of May 9, 2005 regarding TGFIN Holdings,
Inc. (the "Company"). Your two comments and our responses thereto are set
forth as follows:
Your Comment
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1. Supplementally, explain to us how you determined that your auditor's
consent was not required as an exhibit to your 2004 Form 10-KSB. Address the
status of any registration statements on Form S-8 and indicate whether these
registration statements incorporated your annual report by reference.
Our Response
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The Company's registration statement on Form S-8 filed in 1998 was
terminated shortly thereafter. With regard to the Company's registration
statement on Form S-8 filed in December of 2002, all shares registered therein
were issued in December 2002, and the offering was not kept effective after
December 2002. Therefore, neither of these two registration statements have
incorporated by reference the Company's Form 10-KSB for its Fiscal Year ended
December 31, 2004. For this reason, the Company determined that the consent of
the auditors whose financial statements were a part of the aforesaid Forms S-8
was not required as an exhibit to its year 2004 Form 10-KSB.
Your Comment
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2. Supplementally, explain how your disclosures comply with Items 307 and
308 of Regulation S-B. In this regard, we note that you performed your
evaluation of the effectiveness of your disclosure controls and procedures
"within 90 days prior to the date of this report." We further note that your
Item 308 disclosures do not appear to address any change in internal controls
during the last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, your internal control over financial reporting.
Your Re: TGFIN Holdings, Inc. (file no. 000-19470) page 2
Form 10-K: For the Fiscal Year Ended December 31, 2004
Our Response
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In the Company's report on Form 10-KSB for its fiscal year ended 2004,
Item 8A, CONTROLS AND PROCEDURES, the Company states, "Within 90 days prior to
the date of this report, the Company carried out an evaluation, under the
supervision of and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures were effective."
The Company believes that, implicit in that statement, were the
concluding words, "as of the date of this report," and the Company hereby
states that to be the case. However, for the sake of clarity, in future
filings the Company will add the phrase "as of the date of this report" as
indicated above.
Company's Conclusion
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In light of the Company's responses as set forth above, the Company does
not believe that the filing of an amended Form 10-KSB for its fiscal year 2004
is necessary at this time.
Company's Acknowledgment
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With regard to your comment letter and our response thereto, the Company
hereby acknowledges:
1. the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
2. staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
3. the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
I trust that the foregoing responses will be found satisfactory. Please
feel free to contact me at (435) 755-0188.
Sincerely,
TGFIN Holdings, Inc.
/S/S. Emerson Lybbert
S. Emerson Lybbert, President
Principal Executive Officer and
Principal Financial Officer