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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT of 1934


For the quarterly period ended: September 30, 2012

or


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from       to


Commission file Number: 0-19470


TGFIN HOLDINGS, INC.

(Exact name of registrant as specified in its Charter)


 

 

 

 

 

 

Delaware

13-4069968

(State or other Jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification No.)


101 North Main Street, Suite B

Smithfield, Utah 84335

(Address of Principal Executive Offices)


( 435) 563-8080

(Registrant’s Telephone Number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         (1) Yes [X] No [  ]


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]  The Company has no corporate Web site.





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


Large accelerated filer  [   ]                                                  Accelerated filer                  [   ]

Non-accelerated filer   [   ]                                                  Smaller reporting company   [X]

(Do not check if a smaller reporting company)


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]


Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years


Not applicable.


Outstanding Shares


At November 14, 2012 there were 23,321,045 shares of the Registrant's Common Stock and 50,400 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.




2




TGFIN HOLDINGS, INC. AND SUBSIDIARY

TABLE OF CONTENTS



                                                                                                                                             PAGE

PART I.  FINANCIAL INFORMATION


Item 1.  Consolidated Financial Statements


Unaudited Consolidated Balance Sheet

as of September 30, 2012 and Audited Consolidated

Balance Sheet as of December 31, 2011

4


Unaudited Consolidated Statements of

Operations, for the Three and Nine Month Periods

Ended September 30, 2012 and 2011

5


Unaudited Consolidated Statements of Cash

Flows, for the Three and Nine Month Periods Ended

September 30, 2012 and 2011

6


Notes to Unaudited Consolidated Financial Statements

7


Item 2.  Management's Discussion and Analysis of Financial

Condition or Plan of Operation

11


Item 3.  Quantitative and Qualitative Disclosures About

Market Risks

12


Item 4.  Controls and Procedures

12


PART II. OTHER INFORMATION

13


SIGNATURES

14




PART I  FINANCIAL INFORMATION


ITEM 1         CONSOLIDATED FINANCIAL STATEMENTS




3




TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2012

(Unaudited)

 

 

December 31, 2011

Statement of Financial Position

 

 

 

 

 

ASSETS

 

 

 

 

 

  Current Assets:

 

 

 

 

 

    Cash

$

473

 

$

952

    Prepaid expenses

 

1,250

 

 

-

  Total Current Assets

 

1,723

 

 

952

 

 

 

 

 

 

Software, net of $10,449 and $7,449 of  accumulated amortization, respectively

 

1,551

 

 

4,551

  Total Assets

$

3,274

 

$

5,503

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

  Current Liabilities:

 

 

 

 

 

    Accounts payable

$

17,930

 

$

13,911

    Accrued expenses

 

7,519

 

 

4,175

    Stock compensation payable

 

21,000

 

 

16,000

    Convertible notes payable

 

59,000

 

 

45,000

  Total Current Liabilities

 

105,449

 

 

79,086

  Stockholders’ Equity:

 

 

 

 

 

    Preferred stock ($0.01 par value) 1,000,000

    shares authorized, 50,400 shares issued and

    outstanding

 

504

 

 

504

    Common stock ($0.01 par value) 50,000,000

    shares authorized, 23,321,045 and 

    23,321,045 issued and outstanding

 

233,210

 

 

233,210

    Additional paid-in-capital

 

3,911,782

 

 

3,885,782

    Retained deficit prior to development stage

 

(1,077,063)

 

 

(1,077,063)

    Retained deficit during development stage

 

(3,170,608)

 

 

(3,116,016)

   Total Stockholders’ Deficit

 

(102,175)

 

 

(73,583)

  Total Liabilities and Stockholders’ Deficit

$

3,274

 

$

5,503


The accompanying notes are an integral part of these consolidated financial statements.



4




TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 1 to

September 30,

2012

 

July 1 to

September 30,

2011

 

January 1

to September 30,

2012

 

January 1

to September 30,

2011

 

From

 inception of development

 stage on

 April 1, 2003 to

September 30, 2012

Income Statement

 

 

 

 

 

 

 

 

 

 

  Revenues

$

-

$

-

$

            -

$

92

 $

356

 Cost of Good Sold

 

-

 

-

 

              -

 

-

 

-

  Gross Profit

 

-

 

-

 

            -

 

92

 

356

  Expenses

 

 

 

 

 

 

 

 

 

 

    Payroll and related

 

8,250

 

7,000

 

     29,750

 

29,485

 

1,944,269

    Selling, General and Administrative

 

2,695

 

913

 

5,270

 

2,991

 

890,796

    Legal and Professional

 

3,971

 

4,884

 

16,572

 

14,842

 

462,517

    Amortization

 

1,000

 

1,000

 

       3,000

 

3,000

 

10,449

  Total operating Expense

 

15,916

 

13,797

 

54,592

 

50,318

 

3,308,031

   Operating Loss

 

(15,916)

 

(13,797)

 

  (54,592)

 

(50,226)

 

(3,307,675)

    Other Income

 

 

 

 

 

 

 

 

 

 

     Interest Income

 

-

 

-

 

              -

 

2

 

137,067

    Total other income

 

-

 

-

 

              -

 

2

 

137,067

    Net Loss

$

(15,916)

$

(13,797)

$

  (54,592)

$

(50,224)

 $

(3,170,608)

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Income (loss) per share

$



(0.00)

$



         (0.00)

$

      (0.00)

$

(0.00)

 

 

Weighted Average Number of shares outstanding

 



23,321,045

 



23,321,045

 

23,321,045

 

23,321,045

 

 




The accompanying notes are an integral part of these consolidated financial statements.




5





TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

January 1, 2012 to

September 30, 2012

 

 

January 1, 2011 to

 September 30, 2011

 

 

From inception of

development stage

 on April 1, 2003 to

September 30, 2012

Statement of Cash Flows

 

 

 

 

 

 

 

 

   Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

     Net Loss

$

(54,592)

 

$

(50,224)

 

$

(3,170,608)

     Adjustments to reconcile net loss to net cash used in

     operating activities:

 

 

 

 

 

 

 

 

     Amortization of deferred compensation

 

-

 

 

-

 

 

13,751

     Amortization of software

 

3,000

 

 

3,000

 

 

10,449

     Compensation costs of common stock issued or

     payable  to employees  and consultants

 


5,000

 

 


3,000

 

 

156,355

     Cost of donated services

 

26,000

 

 

26,000

 

 

119,000

     Cost of common stock issued to shareholders

 

-

 

 

-

 

 

16,500

     Changes in assets and liabilities:

 

 

 

 

 

 

 

 

        Decrease (increase) in accounts receivable

 

-

 

 

-

 

 

31,250

        Decrease (increase) in prepaid expenses

 

(1,250)

 

 

463

 

 

13,502

        (Decrease) increase in accounts payable and

        accrued Expenses

 

7,363

 

 

1,579

 

 

(202,044)

   Net cash used in operating activities

 

(14,479)

 

 

(16,182)

 

 

(3,011,845)

   Net cash provided by investing activities

 

-

 

 

-

 

 

-

   Cash Flows from Financing activities:

 

 

 

 

 

 

 

 

     Convertible notes payable

 

14,000

 

 

13,500

 

 

59,000

   Net cash provided by financing activities

 

14,000

 

 

13,500

 

 

59,000

   Net Increase (Decrease) in cash

 

                 (479)

 

 

(2,682)

 

 

(2,952,845)

   Cash, beginning of period

 

952

 

 

3,692

 

 

2,953,318

   Cash, end of period

$

473

 

$

1,010

 

$

473

   Cash paid during the period for:

 

 

 

 

 

 

 

 

     Income taxes

$

-

 

$

-

 

$

12,609

     Interest

$

-

 

$

-

 

$

-

   Supplemental Disclosures of Non-Cash Investing and

   Financing Activities:

 

 

 

 

 

 

 

 

     Common stock issued for accrued liabilities

$

-

 

$

-

 

$

51,230

     Common stock issued to prior shareholders

$

-

 

$

-

 

$

16,500

     Conversion of preferred stock

$

-

 

$

-

 

$

2

     Cost of donated services

$

26,000

 

$

26,000

 

$

119,000

     Common Stock options issued for software purchase

$

-

 

-

 

$

5,114

     Software acquired with common stock options

$

-

 

$

-

 

$

12,000




The accompanying notes are an integral part of these consolidated Financial Statements.



6




TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 and DECEMBER 31, 2011

 

NOTE 1: THE COMPANY AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The Company


The Company consists of TGFIN Holdings, Inc. ("TGFIN") and its sole and wholly-owned operating subsidiary, TradinGear.Com Incorporated ("TradinGear", together, the "Company"). TGFIN was incorporated under the laws of Delaware in March 1985 (originally as Mark, Inc.). TradinGear was incorporated under the laws of the State of Delaware on July 7, 1999. TGFIN Holdings, Inc. previously a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2) completed a transaction on February 19, 2010 that had the effect of causing it to cease to be a shell company, as defined in Rule 12b-2, by reactivating its previously inactive operating subsidiary, Tradingear.com Incorporated (“Tradingear”) in order to resume its previous business of developing software, under a new d/b/a: iDEV3.


TradinGear currently produces software applications (“Apps”) for telephones and other hand-held devices.


Condensed financial statements


The accompanying financial statements have been prepared by the Company without audit. They include information of TGFIN and TradinGear. In the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at September 30, 2012, the results of operations for the three and nine month periods ended September 30, 2012 and 2011, and the cash flows for the three and nine month periods ended September 30, 2012 and 2011, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements. The results of operations for the three and nine month periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the respective full years.




7





Revenue recognition


The company sells its current software at the Online Apple Store, which records all sales made on a daily basis. The company recognizes its portion of the sales as revenue as of the date of the sale.

 

NOTE 2: GOING CONCERN QUALIFICATION


The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the quarter ended September 30, 2012 the company lost $15,916 and had a Retained Deficit of $4,247,671. The company’s cash reserves of $473 as of September 30, 2012 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2012.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.


The company plans to merge with or acquire existing companies, or acquire existing Apps and continue to operate during the year ending December 31, 2012. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital if sufficient capital is not raised from operations.

 

NOTE 3: COMMITMENTS AND CONTINGENCIES


Litigation


In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of September 30, 2012 there were no claims asserted or threatened against the Company.




8




NOTE 4: INTANGIBLE ASSETS


A Former Officer of the Company contributed Intangible Assets to the Company valued at his predecessors cost of $12,000. These assets consist of selected iPhone applications. The Company has capitalized these intangible assets and is amortizing them over a 3 year period. During the quarters ended September 30, 2012 and 2011, the Company recorded Amortization expense of $1,000 and $1,000, respectively.

 

NOTE 5: CONVERTIBLE NOTES PAYABLE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2012

 

 

December 31, 2011

Convertible  notes payable

$

59,000

 

$

45,000

     Total Notes payable

$

59,000

 

$

45,000


The Convertible 8% Notes Payable were originated on April 1, May 3, September 22, August 18, 2010, May 20, September 14, 2011 and March 20, 2012 for $5,000, $10,000, $5,000, $11,500, $7,000, $6,500 and $14,000, respectively, to reflect working capital funding provided by Sam Gaer, the company’s single largest shareholder. The Notes originated in 2010 are convertible into common stock of TGFIN at $.03 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of TGFIN at $.015 per share at any time at the holder’s option. The Note originated in 2012 is convertible into common stock of TGFIN at $.01 per share at any time at the holder’s option. Accrued interest related to these notes as of September 30, 2012 was $7,519.

 

NOTE 6: STOCK OPTIONS AND WARRANTS


A summary of the status of the Company's outstanding stock options and warrants (all of which were exercisable) as of September 30, 2012 and December 31, 2011 and changes during the periods then ended, is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

2012 Weighted Average Exercise Price

 

Warrants

 

 

2011 Weighted Average Exercise Price

Outstanding, beginning balance

600,000

 

$

.03

 

600,000

 

$

.03

Granted

0

 

 

0

 

0

 

 

0

Expired/Cancelled

0

 

 

0

 

0

 

 

0

Exercised

0

 

 

0

 

0

 

 

0

Outstanding ending balance

600,000

 

$

.03

 

600,000

 

$

.03

Exercisable

600,000

 

$

.03

 

600,000

 

$

.03




9




NOTE 7:  CAPITAL STOCK


Common stock


The authorized capital stock of the Company consists of 50,000,000 shares of common stock, par value $0.01 per share, of which 23,321,045 were outstanding at September 30, 2012.


On January 1 and April 1, 2012 the Company awarded 100,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.02 and $.01, respectively, per share resulting in compensation expense of $5,000, of which $1,250 was recognized in the quarter ended September 30, 2012, and as of November 14, 2012, the shares have not been issued.


Preferred stock


The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value of $0.01 per share. As of September 30, 2012 there were 50,400 shares outstanding.  Holders of preferred shares are entitled to cumulative dividends of 8% per annum on the stated value of the stock, designated at $7 per share.  Dividends are payable semi-annually on September 15 and March 15.  Dividends have not been paid since March 15, 1993, resulting in dividends in arrears at September 30, 2012 of approximately $550,368 or $10.92 per share. Dividends are not payable on any other class of stock ranking junior to the preferred stock until the full cumulative dividend requirements of the preferred stock have been satisfied. The preferred stock carries a liquidation preference equal to its stated value plus any unpaid dividends. Holders of the preferred stock are entitled to one-tenth of a vote for each share of preferred stock held.  The Company may, at its option, redeem at any time all shares of the preferred stock or some of them upon notice to each preferred stockholder at a per share price equal to the stated value ($7.00) plus all accrued and unpaid dividends thereon (whether or not declared) to the date fixed for redemption, subject to certain other provisions and requirements. Preferred Shares may be converted into Common Shares on a one share of Preferred Stock for two shares of Common Stock basis.

 

NOTE 8: SUBSEQUENT EVENTS


On November 13, 2012 the company received additional cash in the form of Convertible Notes payable for $ 12,000 from a related party. The Convertible Notes are payable on Demand, bear interest at 8% per annum and are convertible into common stock at $ .01 per share at any time the holder desires.


The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events to disclose.




10




PART 1 FINANCIAL INFORMATION (Continued)


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS


Management's Discussion and Analysis:


The following discussion should be read in conjunction with the consolidated historical financial statements of the Company and related notes thereto included elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2011. This discussion contains forward-looking statements regarding the business and industry of the Company within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current plans and expectations of the Company and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.


The information set forth and discussed below for the three month and nine month periods ended September 30, 2012 and 2011 is derived from the consolidated financial statements included elsewhere herein. The financial information set forth and discussed below is un-audited but, in the opinion of management, reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information. The results of operations of the Company for the fiscal quarter ended September 30, 2012 and the nine month period ended September 30, 2012 may not be indicative of results expected for the entire fiscal year ended December 31, 2012.


Liquidity and Capital Resources:


At its current level of operations, the Company will need to begin profitable operations, borrow and or raise additional capital during the next fiscal year.


Capital expenditures planned for the current year are not expected to be significantly different than those of the previous year.


Results of Operations:


Operating costs of $15,916 for the three months ended September 30, 2012 increased by $2,119, or 15.4% versus those of the three months ended September 30, 2011, due primarily to additional Selling, General and Administrative costs associated with due diligence of the company’s latest acquisition target company which resulted in an increase of $1,454, or 100% versus those of the three months ended September 30, 2011.


Operating costs of $54,592 for the nine months ended September 30, 2012 increased by $4,274, or 8.5% versus those of the nine months ended September 30, 2011, due primarily to the following: (1) an increase in Legal and Professional expenses, of $1,730, or 11.7%, due to increased compliance requirements and costs, (2) an increase in Selling, General and Administrative costs associated with due diligence of the company’s latest acquisition target company which resulted in an increase of $1,454, or 100%  and (3) an increase in interest



11




expense of $1,159 versus those of the nine months ended September 30, 2011 due to increased amounts borrowed.


PLAN OF OPERATIONS


Management's Plans are to seek App providers who wish to “equitize” their Apps’ potential by selling their developed App(s) for shares in TGFIN.


The company will always be open to other merger or acquisition candidates, depending upon the circumstances and opportunity offered. Management's main objective is to seek to increase shareholder value. All viable alternatives will be evaluated, including, but not limited to: investments, mergers, purchases, or the offering of Company securities, etc. Alternatives that provide existing shareholders with the greatest potential benefit will be favored.


Management encourages its shareholders to communicate directly with the Company for its typical investor relations, including address changes and for general corporate information by calling or writing to the Company at its administrative offices or by posting a message to idev3.com. Management also encourages shareholders to keep their address current with the Company.


DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS


This quarterly report includes forward looking statements which involve risks and uncertainties. Such statements can be identified by the use of forward-looking language such as "will likely result", "may", "are expected to", "is anticipated", "estimate", "believes", "projected", or similar words. All statements other than statements of historical fact included in this section, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company's actual results could differ materially from those anticipated in any such forward-looking statements as a result of various risks, including, without limitation, the dependence on a single line of business; the failure to close proposed financing; rapid technological change; inability to attract and retain key personnel; the potential for significant fluctuations in operating results; the loss of a major customer; and the potential volatility of the Company's common stock.


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The company operates minimally and has no meaningful asses subject to market risk. Therefore, this item is not applicable given the company’s current operations.


ITEM 4: CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief



12





Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon the foregoing evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Internal Control Over Financial Reporting


There were no changes in internal control over financial reporting that occurred during the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II OTHER INFORMATION


ITEM 1 Legal Proceedings


In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of September 30, 2012 there were no other claims asserted or threatened against the Company.


ITEM 1A. Risk Factors


This item is not required of smaller reporting companies.


ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds


None


ITEM 3 Defaults on Senior Securities


Holders of Series 1 Class A 8% Cumulative Convertible Preferred Stock are entitled to receive cumulative dividends at the annual rate of $.56 per share, payable semi-annually on September 15 and March 15 of each year beginning September 15, 1992. Unpaid dividends have resulted in aggregate dividends in arrears of $550,368. The potential liability for dividends in arrears is



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contingent upon the Company's declaration of a dividend. The company does not plan to declare a dividend.


ITEM 4 Mine Safety Disclosures


None; not applicable.


ITEM 5 Other Information.


None.


ITEM 6  Exhibits


Exhibits


31.1 302 Certification


31.2 302 Certification


32   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18

U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES



In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: November 16, 2012



                      TGFIN Holdings, Inc.

                      (Registrant)




                      By_/s/ Scott Emerson Lybbert_

                        Scott Emerson Lybbert, President

                        Principal Executive Officer,

                        Principal Financial Officer




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