UNITED STATES
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): December 19, 2012
TGFIN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
| 0-19470 |
| 13-4069968 | ||
(State or other jurisdiction of incorporation) |
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101 North Main Street, Suite B, Smithfield, Utah |
| 84335 | ||||
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (435) 563-8080
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
![[f8kchangeofcontrrol122012002.gif]](f8kchangeofcontrrol122012002.gif)
Section 5.01 Change in control
Effective December 19, 2012 Samuel Gaer, TGFIN Holdings, Inc.’s (TGFN:BB) (“the Company”) largest single shareholder, in a non-compensatory, non-monetary transaction, voluntarily transferred all his shares, rights and financial interest (including Common Stock Options and Notes Payable) in the Company to Marni Gaer, creating a change in control of the company. Samuel and Marni are married, and, therefore, before the transfer each was ascribed beneficial ownership of the other’s shares. After the transfer, Samuel Gaer will have no interest or authority in the company. No consideration was given for the transfer. The reasons for the transfer were related to personal financial planning.
![[f8kchangeofcontrrol122012004.gif]](f8kchangeofcontrrol122012004.gif)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| TGFIN HOLDINGS, INC. | ||
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Date: December 20, 2012 |
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| By: |
| /s/ S. Emerson Lybbert |
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| S. Emerson Lybbert |
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| CEO |