SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             __________________

                                 FORM 10-QSB
                             __________________

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 2003

                                OR

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

                        Commission File Number 1-11034


                             TGFIN HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)

               Delaware                        72-0861671

     (State or other jurisdiction of         (IRS) employer
     incorporation or organization)          identification No.)


                 1517 North 260 East, North Logan, Utah    84321
               (Address of principal executive offices and zip code)

                              (435) 755-0188
               (Registrant's telephone number, including area code)


     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                          THE PRECEDING FIVE YEARS

                                   N/A

     Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

Yes         No
     ---        ---

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

     Class                            Outstanding at June 30, 2003
Common stock, $.01 par value                    22,431,168

Transitional Small Business Disclosure Format (Check one)

       Yes         No   X

PLEASE ADDRESS ALL CORRESPONDENCE TO:     Mark Gasarch, Esq.
                                          150 East 58th Street
                                          34th floor
                                          New York, New York 10155
                                          (212) 956 -9595
<PAGE>
                       TGFN HOLDINGS, INC.
                        TABLE OF CONTENTS


                                                                   PAGE
    PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

              Unaudited Condensed Consolidated Balance Sheet
                  as of June 30, 2003                                3

              Unaudited Condensed Consolidated Statements of
               Operations, for the three month and
               six month periods ended June 30, 2003 and 2002        4

              Unaudited Condensed Consolidated Statements of Cash
                  flows, for the three month and six month periods
                  ended June 30, 2003 and 2002                       5

              Notes to Unaudited Condensed Consolidated Interim
                  Financial Statements                               7

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition or Plan of Operation                    10

   Item 3.  Controls and Procedures                                 11

    PART II. OTHER INFORMATION                                      12

    SIGNATURES                                                      15

                                2
<PAGE>

PART I  FINANCIAL INFORMATION

    ITEM 1         FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                             June 30, 2003
                          TGFIN HOLDINGS, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                (Unaudited)

                                      June 30,       December 31,
                                        2003               2002
                                    -------------     ------------
ASSETS
<S>                                 <C>              <C>
Current Assets:
  Cash and cash equivalents          $ 2,665,316      $   137,958
  Accounts receivable, net                31,250           54,040
  Prepaid expenses                        13,121           12,391
                                    ------------     ------------
     Total Current Assets              2,709,687          204,389

Property and equipment, net                    -          120,576

Deposits                                       -           76,524
                                    ------------     ------------
     Total Assets                   $  2,709,687     $    401,489
                                    ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                  $     14,518     $    281,732
  Accrued liabilities                     91,483           46,800
                                     -----------      -----------
     Total Current Liabilities           106,001          328,532
                                     -----------      -----------
Stockholders' Equity:
  Preferred stock ($0.01 par value)
     1,000,000 shares authorized,
     50,500 shares issued
     and outstanding                         506              506
    Common stock ($.01 par value),
   50,000,000 shares authorized,
   22,431,168 issued and
   outstanding at June 30,
   2003                                  224,312          224,062
  Additional paid-in-capital           3,644,074        3,634,324
  Less:  Deferred compensation
   Relating to stock issued to
   consultants                                           (177,617)
  Retained earnings (deficit)         (1,265,206)      (3,608,318)
                                    ------------     ------------
     Total Stockholders' Equity        2,603,686           72,957
                                    ------------     ------------
     Total Liabilities and
     Stockholders' Equity           $  2,709,687     $    401,489
                                    ============     ============
</TABLE>
These accompanying notes are integral part of these financial statements.
                                3
<PAGE>
<TABLE>
                      TGFIN HOLDINGS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (A Development Stage Company)
                           (Unaudited)
<CAPTION>
                                                                 From
                                                              Inception
                                                              Of the
                                                             Development
                        For The              For The          Stage on
                  Three Months Ended   Six Months Ended     April 1, 2003
                        June 30,              June 30,            to
                    2003       2002      2003        2002  June 30, 2003
<S>                 <C>        <C>        <C>        <C>    <C>
REVENUES             $        - $        - $        - $        - $        -
                     ---------- ---------- ---------- ---------- ----------
OPERATING COSTS          99,762          -     99,762          -     99,762

INTEREST (INCOME)        (2,788)         -     (2,788)         -     (2,788)
                     ---------- ---------- ---------- ---------- ----------
OPERATING LOSS BEFORE
DISCONTINUED
OPERATIONS           $  (96,974)$        - $  (96,974)$        - $  (96,974)
                     ---------- ---------- ---------- ---------- ----------
 DISCONTINUED
 OPERATIONS:
   NET(LOSS) FROM
   DISCONTINUED
   OPERATIONS        $        - $ (278,852)$ (316,856)$ (498,616)$        -
   (Note 7)

   NET GAIN FROM
   ASSET SALE                 -          - $2,755,978          -          -
   (Note 2)
                      --------- ---------- ---------- ---------- ----------
 NET INCOME(LOSS)     $ (96,974)$ (278,852)$2,342,148 $ (498,616)$  (96,974)

 BASIC AND
 DILUTED INCOME
 (LOSS)PER SHARE:
 Continuing
 Operations           $    0.00 $     0.00 $     0.00 $     0.00 $     0.00
 Discontinued
 Operations           $   (0.00)$    (0.01)$     0.11 $    (0.02)$    (0.00)
                      --------- ---------- ---------- ---------- ----------
           Total      $   (0.00)$    (0.01)$     0.11 $    (0.02)$    (0.00)

 Weighted Average
 Number of shares
 Outstanding         22,431,168 19,626,809 22,431,168 19,626,809 22,431,168
</TABLE>
    The accompanying notes are an integral part of these consolidated
financial statements.
                                  4
<PAGE>
<TABLE>
                        TGFIN HOLDINGS, INC.
                     STATEMENTS OF CASH FLOWS
                   (A Development Stage Company)
                           (Unaudited)
<CAPTION>
                                                                 From
                                                              Inception
                                                              Of the
                                                             Development
                        For The              For The          Stage on
                  Three Months Ended   Six Months Ended     April 1, 2003
                        June 30,              June 30,            to
                    2003       2002      2003        2002  June 30, 2003
<S>                 <C>        <C>        <C>        <C>    <C>
Cash Flows from
Operating Activities:
 Net Income (Loss)       $ (96,974)$ (278,852)$2,342,148 $ (498,616)$ (96,974)
 Adjustments to reconcile
 net loss to net cash used
 in operating activities:
  Depreciation and
  Amortization                   -    11,096     11,297      21,868         -
  Amortization of deferred
  Compensation              13,751    67,073    119,399     136,269    13,751
  Write off of deferred
  Compensation                   -         -     58,218           -         -
  Compensation costs of
  common stock issued to
  consultant                     -         -     10,000           -         -

  Changes in assets and
  liabilities,  net of effect
  from:
   Decrease (increase)in:
   Accounts receivable           -   (71,397)    22,790    (235,552)        -
   Prepaid expenses          2,162     5,958       (200)    (17,531)    2,162
   Deposits                   (500)        -     76,024           -      (500)
   Increase (decrease)in:
   accounts payable and
   accrued expenses       (206,441)  132,201   (221,597)    137,889  (206,441)
   Deferred revenue              -         -          -     (40,000)        -
                         ---------  -------- ----------   ---------  --------
    Net cash generated by
    (used in) Operating
    Activities           $(288,002)$(133,921)$2,418,079   $(495,673)$(288,002)
                         --------- --------- ----------   --------- ---------
Cash Flows from Investing
Activities:
 Purchase of property and
 Equipment                       -    (4,754)         -     (11,075)        -
 Sale of property and
 Equipment                       -         -    109,279           -         -
                         --------- --------- ----------   --------- ---------
Net cash provided By
(Used in) investing
Activities               $       - $  (4,754)$  109,279   $ (11,075)$       -
                         --------- --------- ----------   --------- ---------
Cash Flows from Financing
Activities:
 Issuance of common stock        -         -          -     298,000         -
                         --------- --------- ----------   --------- ---------
   Net Cash provided by
   Financing  Activities $       - $       - $        -   $ 298,000 $       -
                         --------- --------- ----------   --------- ---------
Net Increase (decrease)
in cash and Cash
Equivalents              $(288,002)$(138,675)$2,527,358   $(208,748)$(288,002)

Cash and Cash Equivalents,
beginning of period      $2,953,318$ 160,287 $  137,958   $ 230,360 $2,953,318
                         ---------- -------- ----------   --------- ----------
Cash and Cash Equivalents,
end of period            $2,665,316$  21,612 $2,665,316   $  21,612 $2,665,316
                         ========== ======== ==========   ========= ==========
</TABLE>
These accompanying notes are an integral part of these financial statements.

                                5
<PAGE>
<TABLE>
                    TGFIN HOLDINGS, INC.
                     STATEMENTS OF CASH FLOWS
               (A Development Stage Company)
                        (Unaudited)
<CAPTION>
                                                                 From
                                                              Inception
                                                              Of the
                                                             Development
                        For The              For The          Stage on
                  Three Months Ended   Six Months Ended     April 1, 2003
                        June 30,              June 30,            to
                    2003       2002      2003        2002  June 30, 2003
<S>                 <C>        <C>        <C>        <C>    <C>
Cash paid during
the period for:
  Income Taxes     $         -  $        -  $     1,800   $         - $     -
                    ==========  ==========  ===========   =========== =======
  Interest         $         -  $        -  $         -   $       172 $     -
                    ==========  ==========  ===========   =========== =======
Supplemental
Disclosures of
Noncash Investing and
Financing Activities:
Common Stock issued
for Services       $         -  $        -  $    10,000   $   309,290 $     -
                    ==========  ==========  ===========   =========== =======
</TABLE>
These accompanying notes are an integral part of these financial statements.
                                6
<PAGE>
                    TGFIN HOLDINGS, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        JUNE 30, 2003


NOTE 1: THE COMPANY AND CONDENSED 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.

TradinGear produced trading software designed for the financial services
industry. The Company's software technology was designed to provide stock
exchanges and broker dealers in the securities industry the ability to offer
to its customers an on-line electronic system for securities trading.


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
June 30, 2003 and the results of operations and cash flows for the six month
periods ended June 30, 2003 and 2002 have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles 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, 2002
audited financial statements, its Information Statement (DEFM14C, dated March
4, 2003) and 8-K dated April 3, 2003. The results of operations for the
periods ended June 30, 2003 and 2002 are not necessarily indicative of the
operating results for the respective full years.

                                7
<PAGE>
                    TGFIN HOLDINGS, INC.
                  NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 2003
                             (Continued)

NOTE 2: ASSET SALE

On January 9, 2003 a Special Meeting of a majority of shareholders was held in
order to approve the sale of the operating assets of TradinGear; subsequently,
the shareholders were provided an Information Statement on March 4, 2003; and
lastly, the transaction ("Asset Sale") was completed on March 31, 2003. The
buyer received all rights to the trading platform "TGFIN/X", along with
equipment and furniture with a book value of approximately $110,000. The
Company received $2,900,000 in cash. An additional $100,000 in cash was placed
in escrow for possible indemnification claims, for one year.

Since as of March 31, 2003 the Company ceased continuing operations, it is
henceforth (until it affiliates with another operating entity) reporting as a
"Development Stage Corporation". The company is currently seeking affiliation
partner(s).




NOTE 3: COMMITMENTS AND CONTINGENCIES

Litigation

In the normal course of business, there may be various legal actions and
proceedings pending which could seek damages against the Company.  Management
believes that the amount, if any, that may result from these claims, will not
have a material adverse affect on the financial statements. Currently there
are no threatened or asserted claims against the Company.

Leases and related deposits

The Company leased office equipment and office space under noncancellable
operating leases. The Company was required to deliver a deposit for the office
space in New York City, NY. The amount of the deposit as of June 30, 2003 was
$36,321. The future realization of the deposit is neither known nor likely.
Therefore, the amount of the deposit has been fully reserved for against the
recognized Gain from Asset Sale. Total commitments under these leases (without
regard for the deposits) at June 30, 2003 were as follows:

                2003                      71,427
                2004                     146,741
                2005                     150,743
                2006                     102,663
                                 ----------
                                       $ 471,574
                                 ==========
Employment Agreements

The Company entered into an employment agreement with Scott Emerson Lybbert,
the Chief Executive Officer of the Company.  The agreement was for a term of
three years commencing April 1, 2003 and provided for a base annual salary of
$100,000 and for bonuses as determined by the Company's Board of Directors.
The Company had previously entered into an employment agreement with Marni
Gaer, Secretary of the Board of Directors and In House counsel for the
Company. The agreement was for the term of three years commencing October 1,
2002 and provided for a base annual salary of $100,000 and for bonuses as
determined by the Company's Board of Directors.

401(k) Plan and Profit Sharing Plan

The Company has approved a 401(k) Plan and a Profit Sharing Plan which covers
full-time employees who have attained the age of 21 and have completed at
least one year of service with the Company.  Under the 401(k) Plan, an
employee may contribute an amount up to 25% of his compensation to the 401(k)
Plan on a pretax basis not to exceed the current Federal limitation of $10,500
per year (as adjusted for cost of living increase).  Amounts contributed to
the 401(k) Plan are nonforfeitable.  Under the Profit Sharing Plan, a member
in the plan participates in the Company's contributions to the Plan as of
December 31 in any year, with allocations to individual accounts based on
annual compensation. An employee does not fully vest in the plan until
completion of three years of employment.  The Board of Directors determines
the Company's contributions to the plan on a discretionary basis.  The Company
has not made any contributions to date.
                                8
<PAGE>
                    TGFIN HOLDINGS, INC.
                  NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 2003
                             (Continued)
NOTE 4: PROPERTY AND EQUIPMENT

Property and equipment, at cost, and their respective useful lives consist of
the following at June 30, 2003. Although the company retained and will utilize
computer equipment for its accounting and financial analysis, they are fully
depreciated:

                                         June 30,           Estimated
                                           2003              Useful
                                       ----------            Lives
      Computer equipment               $   10,000              3
      Less: Accumulated depreciation      (10,000)
                                       ----------
                                       $        -
                                       ==========

NOTE 5:  PROVISION FOR INCOME TAXES

For the period from inception (July 7, 1999) to June 30, 2003 the Company had
accumulated losses from operations of $4,021,184 without respect to the Gain
from Asset Sale of $2,755,978.  No federal tax expense was reported in the
financial statements due to the Asset Sale because the accumulated losses
prior to the sale exceeded the gain recognized on disposition of the assets.
Also, no tax benefit was reported in the financial statements due to the
current uncertainty regarding future operations. The Income taxes provided, if
any, are for minimum local income taxes.

NOTE 6:  CAPITAL STOCK

Common stock

The authorized capital stock of the Company consists of 50,000,000 shares of
common stock, par value $.01 per share, of which 22,431,168 were outstanding
as at June 30, 2003.

Preferred stock

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has
a par value of $0.01 per share.  As of June 30, 2003 there were 50,500 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.  No
dividends have been paid since March 15, 1993, resulting in dividends in
arrears at June 30, 2003 of approximately $294,680 or $5.84 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 7:  DISCONTINUED OPERATIONS

The operating assets of Tradingear were sold on March 31, 2003. The following
is a summary of the loss from discontinued operations resulting from the
elimination of those operations.  The financial statements have been
retroactively restated to reflect this event.  No tax benefit has been
attributed to the discontinued operations.
<TABLE>
                      TGFIN HOLDINGS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (A Development Stage Company)
                           (Unaudited)
<CAPTION>
                                    For the                    For the
                                Three Months Ended        Six Months Ended
                             June 30,       June 30,    June 30,    June 30,
                               2003           2002         2003        2002
   <S>                       <C>           <C>      <C>         <C>
    REVENUES                 $       -    $ 324,539    $118,079  $560,195
    COSTS AND EXPENSE
     General & admin.                -      370,916     174,765   500,254
     Development costs               -       83,462      81,500   338,555
     Consulting & Professional
     Fees                            -       66,720      61,494    56,091
     Depreciation expense            -       11,096      11,297    21,869
     Amortization of deferred
     compensation                    -       67,073     105,648   136,269
                            ----------    ---------    --------  --------
    Total costs and expense $        -    $ 599,267    $434,704 $1,053,038

    Net Income (loss) before
     Provision for Income
     Taxes and Interest     $        -    $(274,728)  $(316,625)$ (492,843)

    Provision for Income
     taxes                  $        -    $   4,124   $       - $    5,773

    Interest expense(income)$        -    $       -   $     231 $        -
                            ----------    ---------   --------- ----------
    NET INCOME (LOSS) FROM
    DISCONTINUED OPERATIONS $        -    $(278,852)  $(316,856)$ (498,616)
                            ==========    =========   ========= ==========
</TABLE>
                                9
<PAGE>
  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-QSB and the Annual Report on Form
10-KSB for the year ended December 31, 2002. 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 months ended
June 30, 2003 and June 30, 2002 was derived from the consolidated financial
statements included elsewhere herein. The financial information set forth and
discussed below is unaudited 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 June 30, 2003 may not be indicative of results
expected for the entire fiscal year ended December 31, 2003.

Liquidity and Capital Resources:

     At its current level of operations, the Company has more than adequate
liquidity and capital resources for the next fiscal year.

     Virtually no capital expenditures are planned for 2003 as long as the
Company continues at its current level of operations.  Capital expenditures
could be made in conjunction with a business combination or investment.

Results of Operations

    As of March 31, 2003 Tradingear ceased operations.  Since TGFIN is a
holding company, momentarily without an operating subsidiary, it is presented
in the financial statements as a development stage company from April 1, 2003
forward.  The results of operations and cash flows prior to April 1, 2003 are
presented as those from discontinued operations.

     Consequently, there was a 100% decline in the quarter ended June 30, 2003
in Revenues, Cost of Sales, Development Costs, Consulting fees, tax expense
and depreciation over the comparable period for 2002.  Total cost and expense
declined by $499,505, or 83% from 2002 reflecting the reduction in employees
and the cost of operations.  Similarly, and in spite of no revenues, Net loss
declined by $181,878, or 65% in the quarter ended June 30, 2003 versus 2002,
for the reasons listed above.

Gain from Asset Sale. The Gain from Asset Sale consists of the following
components. It is possible that this amount will be adjusted pending final
disposition of the Company's lease obligation and escrow provisions:

     Proceeds from Asset Sale:          $3,000,000
     Less: Fixed assets sold              (109,279)
     Less: Reserve for Deposits           ( 76,524)
     Less: write-off of remaining
        Unamortized deferred
       Compensation of TradinGear         ( 58,219)
                                       -----------
     Gain from Discontinued Operations $ 2,755,978

PLAN OF OPERATIONS

     Management's Plans are to acquire, merge or otherwise combine with an
operating company.  Management is currently seeking an entity with which to
affiliate. The Company is free to seek alternative businesses in its existing
or other industries. 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.
                                10
<PAGE>
    As of the date of this report, management had carefully evaluated several
potential affiliation candidates.  To date, no formal or informal agreement
has been reached with respect to any potential candidate, although some
evaluations are currently still in progress.  Until a suitable business
opportunity presents itself, the Company intends for its resources to continue
to be invested primarily in interest bearing accounts.

    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 tradingear@comcast.net.

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.

PART I

     ITEM 3: CONTROLS AND PROCEDURES

     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 and 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.

                                11
<PAGE>
PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

     None

ITEM 2 Changes in Securities

     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, 1993. Unpaid dividends have resulted in aggregate dividends in
arrears of $ 294,680.

ITEM 4 Submission of Matters to a Vote of Security Holders

     None

ITEM 5 Other Information.

     None

ITEM 6  Exhibits and Reports on Form 8-K

  (a)  Exhibits

       31.1 302 Certification of Scott Emerson Lybbert as Chief Executive
       Officer

       31.2 302 Certification of Scott Emerson Lybbert as Chief Financial
       Officer

       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

                                12
<PAGE>

                            SIGNATURES


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.


Date: August 14, 2003


                         TGFIN Holdings, Inc.
                         (Registrant)



                         By_/s/ Scott Emerson Lybbert_
                           Scott Emerson Lybbert, President
                           Principal Executive Officer,
                           Principal Financial Officer


                                13
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