June 16, 2005
Mr. Brent Watson, Staff Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C.
Room 4561
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
Filed March 31, 2005
Dear Mr. Watson:
I am writing in response to your comment letter dated June 3, 2005 and
our subsequent telephone conversation of June 3, 2005 regarding TGFIN
Holdings, Inc. (the "Company"). Your two comments and our responses thereto
are set forth as follows:
Your Comments
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1. We read your response comment to prior comment 2 and noted that it
appears that you did not address our concerns regarding your Item
308 disclosures. Please explain to us how these disclosures comply
with Item 308 of Regulation S-B.
2. We note your disclosure controls and procedures are designed only
to provide "reasonable assurance" that the controls and procedures
will meet their objectives. We further note that the conclusions
of your principal executive and principal financial officer do not
indicate that the disclosure controls and procedures are effective
at the "reasonable assurance" level and your disclosures do not
state that these controls and procedures are designed to provide
"reasonable assurance" of achieving its objectives. Please explain
to us how your disclosures comply with section II.F.4 of SEC
Release No. 33-8238, Management's Reports on Internal control Over
Financial Reporting and certification of Disclosures in Exchange
Act Periodic Reports."
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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We will change our disclosure regarding Item 8A from:
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
required filings is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure based closely on the definition
of "disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.
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.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls, subsequent to the date of the completion of the Company's
evaluation.
to the following disclosure:
The company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including the Chief Executive Officer and Chief Financial Officer of TGFIN
Holdings, Inc., as appropriate, to allow for timely decisions regarding
required disclosure based closely on the definition of "disclosure controls
and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer of TGFIN Holdings, Inc. of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of the end of the period covered by this report. Based on
the foregoing, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.
There have been no changes in our internal controls over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reports.
Your Re: TGFIN Holdings, Inc. (file no. 000-19470) page 3
Form 10-K: For the Fiscal Year Ended December 31, 2004
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. Rather, it will enhance its disclosures for Item 8A
as indicated above, going forward. We also hereby assert that based upon the
timing and depth of our evaluations over the reporting periods covered in our
December 31, 2004 Form 10-KSB, that the new disclosure would also have been
true.
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