Exhibit 31.2


I, Scott Emerson Lybbert, certify that:

        1.   I have reviewed this quarterly report on Form 10-QSB of TGFIN
Holdings, Inc.;
        2.   Based upon my knowledge, this quarterly report does not contain
any untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
        3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly represent in
On October 1, 2004, a Joint Pre-Trial order was filed with the US District
Court; Southern District of New York. A settlement conference held earlier in
the quarter was not productive.  No assessment of probable loss is yet
determinable or estimable.  Therefore no provision for loss has been accrued.
On October 1, 2004, a Joint Pre-Trial order was filed with the US District
Court; Southern District of New York. A settlement conference held earlier in
the quarter was not productive.  No assessment of probable loss is yet
determinable or estimable.  Therefore no provision for loss has been accrued.
all material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
        4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
               a)   designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
               b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the Evaluation Date"); and
               c)   presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
        5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
               a)   all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
               b)   any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
        6.   The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

     /s/ Scott Emerson Lybbert      Chief Financial Officer
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         Scott Emerson Lybbert      October 27, 2004