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, 2005

                                OR

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

                   Commission File Number 1-11034


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

               Delaware                        13-4069968

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


            1517 North 260 East, North Logan, Utah    84341

          (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   x      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, 2005
Common stock, $.01 par value                    23,054,178

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. AND SUBSIDIARY
                        TABLE OF CONTENTS


                                                                   PAGE
    PART I.  FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements

              Unaudited Condensed Consolidated Balance Sheet
                  as of June 30, 2005 and Audited Consolidated
                  Balance Sheet as of December 31, 2004              3

              Unaudited Condensed Consolidated Statements of
                  Operations, for the Three and Six Month Periods
                  Ended June 30, 2005 and 2004                       4

              Unaudited Condensed Consolidated Statements of Cash
                  Flows, for the Six Month Periods Ended
                  June 30, 2005 and 2004                             5

              Notes to Unaudited Condensed Consolidated
                  Financial Statements                               7

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

        Item 3.  Controls and Procedures                            12

    PART II. OTHER INFORMATION                                      13

    SIGNATURES                                                      14

                                2
<PAGE>

PART I  FINANCIAL INFORMATION

    ITEM 1         CONSOLIDATED FINANCIAL STATEMENTS
                     June 30, 2005

                     TGFIN HOLDINGS, INC. AND SUBSIDIARY
                    CONDENSED CONSOLIDATED BALANCE SHEETS



                                       June 30,       December 31,
                                        2005               2004
                                    -------------     ------------
                                     (Unaudited)
ASSETS
Current Assets:
  Cash and cash equivalents          $ 1,700,970      $ 2,025,600
  Prepaid expenses                        10,265            8,389
                                    ------------     ------------
     Total Current Assets              1,711,235        2,033,989

Property and equipment, net                    -                -
Deposits                                     500              500
                                    ------------     ------------
     Total Assets                   $  1,711,735     $  2,034,489
                                    ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                  $        312     $     10,498
  Accrued expenses                             -              935
                                     -----------      -----------
     Total Current Liabilities               312           11,433
                                     -----------      -----------
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,
   23,054,178 and 22,904,178 issued and
   outstanding, respectively             230,542          229,042
 Additional paid-in-capital            3,714,824        3,703,824
 Retained deficit prior to
   development stage                  (1,077,064)      (1,077,064)
 Retained deficit during
   development stage                  (1,157,385)        (833,252)
                                    ------------     ------------
     Total Stockholders' Equity        1,711,422        2,023,056
                                    ------------     ------------
     Total Liabilities and
     Stockholders' Equity           $  1,711,735     $  2,034,489
                                    ============     ============


These accompanying notes are integral part of these consolidated financial
statements.
                                3
<PAGE>
                TGFIN HOLDINGS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
                   (A Development Stage Company)

                                                                    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
                    2005          2004        2005        2004  June 30, 2005
REVENUES         $        -  $            $        -  $        -  $        -
                 ----------  -----------  ----------  ----------  ----------

OPERATING COSTS     110,983      115,137     339,671     238,405   1,209,912
                 ----------  -----------  ----------  ----------  ----------
OPERATING LOSS     (110,983)    (115,137)   (339,671)   (238,405) (1,209,912)
                 ----------  -----------  ----------  ----------  ----------
OTHER INCOME:
  INTEREST INCOME     9,061        5,378      15,538      10,850      52,527
                  ----------  -----------  ----------  ----------  ----------
TOTAL OTHER
     INCOME           9,061        5,378      15,538      10,850      52,527
                 ----------  -----------  ----------  ----------  ----------
OPERATING LOSS     (101,922)    (109,759)   (324,133)   (227,555) (1,157,385)
                 ----------  -----------  ----------  ----------  ----------

NET LOSS        $  (101,922) $  (109,759) $ (324,133) $ (227,555)$(1,157,385)
                 ==========  ===========  ==========  ==========  ==========
 BASIC AND
 DILUTED LOSS
  PER SHARE     $     (0.00) $     (0.00) $    (0.01) $    (0.01)

                 ----------  -----------  ----------  ----------

 Weighted Average
 Number of shares
 Outstanding     23,054,178   22,628,970  23,004,163  22,826,772
                 ==========  ===========  ==========  ==========

The accompanying notes are an integral part of these consolidated financial
statements.
                                4
<PAGE>
                 TGFIN HOLDINGS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                                             From
                                                          Inception
                                                            Of the
                                                         Development
                                      For The             Stage on
                                 Six Months Ended      April 1, 2003
                                     June 30,               To
                                  2005      2004       June 30, 2005
Cash Flows from
Operating Activities:
 Net Loss                     $ (324,133) $ (227,555)     $(1,157,385)
 Adjustments to reconcile
 net loss to net cash used
 in operating activities:
  Amortization of deferred
  compensation                         -           -           13,751
  Compensation costs of
  common stock issued to
  employees and consultants       12,500      15,000           83,230
  Changes in assets and
  liabilities:
   Decrease (increase)in:
   Accounts receivable                 -           -           31,250
   Prepaid expenses               (1,876)     (2,667)           4,487
   Deposits                            -           -             (500)
   Increase (decrease)in:
   Accounts payable and
    accrued expenses             (11,121)     (7,674)        (227,181)
                              ----------  ----------       ----------
    Net Cash Used In Operating
    Activities                $ (324,630) $ (222,896)     $(1,252,348)
                              ----------  ----------       ----------
Net Cash Provided By
 Investing Activities                  -           -                -
                              ----------  ----------       ----------
Cash Flows From Financing
Activities:                            -           -                -
                              ----------  ----------       ----------

Net Decrease
In Cash and Cash
Equivalents                   $ (324,630) $ (222,896)     $(1,252,348)

Cash and Cash Equivalents,
Beginning of Period           $2,025,600  $2,469,658      $ 2,953,318
                              ----------  ----------      -----------
Cash and Cash Equivalents,
End of Period                 $1,700,970  $2,246,762      $ 1,700,970
                              ==========  ==========      ===========


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

                                5
<PAGE>
              TGFIN HOLDINGS, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Unaudited continued)
                                                              From
                                                           Inception
                                                            Of the
                                                         Development
                                      For The             Stage on
                                 Six Months Ended        April 1, 2003
                                     June 30,                 To
                                  2005      2004         June 30, 2005
Cash Paid During
the Period For:
  Income Taxes              $      400  $        -      $      10,791
                            ==========  ==========      =============
  Interest                  $        -  $        -      $           -
                            ==========  ==========      =============
Supplemental
Disclosures of
Non-cash Investing and
Financing Activities:
  Common stock issued
  for accrued liabilities  $         -  $   29,000      $      51,230
                            ==========  ==========      =============
  Common stock issued
  for services              $   12,500  $   15,000      $      32,000
                            ==========  ==========      =============




                               6
<PAGE>
               TGFIN HOLDINGS, INC. AND SUBSIDIARY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               JUNE 30, 2005 and DECEMBER 31, 2004


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.

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. The
operating assets of Tradingear were sold on March 31, 2003.

Due to the Company's ceasing operations on March 31, 2003, effective April 1,
2003 the Company reverted back to the development stage as it seeks a merger
or acquisition with an operating entity.


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, 2005 and the results of operations and cash flows for the three and
six month periods ended June 30, 2005 and 2004 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, 2004 audited financial statements. The results of operations for
the periods ended June 30, 2005 and 2004 are not necessarily indicative of
the operating results for the respective full years.

Certain prior period amounts have been reclassified to conform to current
period presentation.


                                7
<PAGE>
                  TGFIN HOLDINGS, INC. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               JUNE 30, 2005 and DECEMBER 31, 2004
                           (Continued)


NOTE 2: COMMITMENTS AND CONTINGENCIES

Litigation

On May 13, 2005 the Company and two shareholders entered into a Stipulation
and Agreement of Settlement of a civil action whereby all claims and
counterclaims were settled. The plaintiffs settled their claims against all
defendants by accepting cash in the amount of $115,000. The Company settled
its counterclaims against the plaintiffs by accepting a contribution back to
capital of 883,333 shares of common stock. Given that the payment from the
Company became both probable and estimable subsequent to the quarter ended
March 31, 2005 and before the Company filed its quarterly report, the Company
accrued the expense and related liability of $115,000 retroactively as of
March 31, 2005, in accordance with FAS 5. In a future event, not yet reflected
in the books and records of the company, the company intends to cancel the
shares received in the settlement of the counterclaim.

In the normal course of business, there may be various legal actions and
proceedings pending which seek damages against the Company.  As of June 30,
2005 there were no other claims asserted or threatened against the Company.


Leases

The Company leases office equipment and office space under noncancellable
operating leases.  Commitments under these leases are as follows:

                                            June 30,
                                            --------
                        2005                $  2,940
                        Thereafter                 -
                                            --------
                                            $  2,940
                                            ========

In April 2003, TradinGear vacated its location under which it had a long-term
lease obligation. Consequently, TradinGear forfeited its lease deposits.
Subsequently, the space was re-leased by the Landlord to a third party. As of
the date of this report, no amounts under the prior long-term lease obligation
have been requested, and none is expected. The company believes it has no
liability under its former long-term lease obligation.

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
compensation of 100,000 shares of the company's stock, $100,000, and 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 bonuses as determined by the Company's Board of
Directors. No bonuses were authorized or paid in 2005 or 2004.


                               8
<PAGE>
                    TGFIN HOLDINGS, INC. AND SUBSIDIARY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  JUNE 30, 2005 and DECEMBER 31, 2004
                             (Continued)

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, at cost, and their respective useful lives consist of
the following at June 30, 2005. Although the company retained and utilizes
computer equipment for its accounting and financial analysis, they are fully
depreciated:

                                         June 30,         Estimated
                                           2005             Useful
                                       -----------           Lives
      Computer equipment               $    10,000             5
      Less: Accumulated depreciation       (10,000)
                                       -----------
                                       $         -
                                       ===========

NOTE 4:  PROVISION FOR INCOME TAXES

For the period from inception (July 7, 1999) to June 30, 2005 the Company had
accumulated losses from operations of $2,234,449.  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 of future operations.

NOTE 5:  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 June 30, 2005 and December
31, 2004 and changes during the periods then ended, is presented below:

                                   June 30,            December 31,
                                    2005                   2004
                               -------------            ------------
                                    Weighted             Weighted
                                    Average              Average
                                    Exercise             Exercise
                            Shares    Price     Shares     Price

Outstanding, beginning of
 period                           -  $  .00    905,832  $    .46
Granted                           -       -          -         -
Expired/Cancelled                 -     .00   (905,832)      .46
Exercised                         -       -          -         -
                            -------  ------    -------  --------
Outstanding end of period         -  $  .00          -  $    .00
                           ========  ======    =======  ========
Exercisable                       -  $  .00          -  $    .00
                           ========  ======    =======  ========

No options or warrants were issued during the three months ended June 30,
2005.

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 23,054,178 were outstanding
at June 30, 2005. During the fiscal quarter ended June 30, 2005, 100,000
shares were issued to executives and directors in accordance with employment
and service agreements $8,000 in current period expenses.

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, 2005 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, 2005 of approximately $311,080 or $6.16 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.
                                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, 2004. 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, 2005 and June 30, 2004 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 June 30, 2005 may not be indicative of results
expected for the entire fiscal year ended December 31, 2005.

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.

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


Results of Operations:

The results from operations for the three months ended June 30, 2005 were
essentially identical to those for the three months ended June 30, 2004.
Operating costs of $110,983 for the three months ended June 30, 2005 decreased
$4,154, or 3%, over those of the three months ended June 30, 2004. Interest
income of $9,061 increased $3,683 or 68%, over that of the three months ended
June 30, 2004 because of higher interest rates.


                                10
<PAGE>

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.

    As of the date of this report, management had carefully evaluated many
potential affiliation candidates.  To date, no formal or informal agreement
has been reached with respect to any potential candidate, although several
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.
Management also encourages shareholders to keep their address current with the
Company.

                                11
<PAGE>
  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: 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
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.


                                12
<PAGE>
PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

     On May 13, 2005 the Company and two shareholders entered into a
Stipulation and Agreement of Settlement of a civil action whereby all claims
and counterclaims were settled. The plaintiffs settled their claims against
all defendants by accepting cash in the amount of $115,000. The Company
settled its counterclaims against the plaintiffs by accepting a contribution
back to capital of 883,333 shares of common stock. Given that the payment from
the Company became both probable and estimable subsequent to the quarter ended
March 31, 2005 and before the Company filed its quarterly report, the Company
accrued the expense and related liability of $115,000 retroactively as of
March 31, 2005, in accordance with FAS 5. In a future event, not yet reflected
in the books and records of the company, the company intends to cancel the
shares received in the settlement of the counterclaim.

     In the normal course of business, there may be various legal actions and
proceedings pending which seek damages against the Company.  As of June 30,
2005 there were no other claims asserted or threatened against the Company.


ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

     In accordance with employment and service agreements, 100,000 shares were
issued to executives and directors during the fiscal quarter ended June 30,
2005. Shares issued were valued at the market price at the dates of
authorization of $0.08 per share. The potential liability for dividends in
arrears is contingent upon the Company's declaration of a dividend. The
company does not plan to declare a dividend.

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 $ 311,080.

ITEM 4 Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders during the
quarter ended June 30, 2005.

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
                                13
<PAGE>

                                  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: August 10, 2005


                      TGFIN Holdings, Inc.
                      (Registrant)



                      By_/s/ Scott Emerson Lybbert_
                        Scott Emerson Lybbert, President
                        Principal Executive Officer,
                        Principal Financial Officer
                                14
<PAGE>