QUARTERLY
REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 2008 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 March 31, 2008  OR  [ ]  TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT  Commission
File Number 000-19470   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)  Check whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 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.  Yes  X   No  Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes X  No  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 March 31, 2008 Common stock, $.01 par value
                   22,745,845  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> TGFIN
HOLDINGS, INC. AND SUBSIDIARY TABLE
OF CONTENTS   PAGE PART I.
 FINANCIAL INFORMATION  Item
1.  Consolidated Financial Statements  Unaudited
Condensed Consolidated Balance Sheet as
of March 31, 2008 and Audited Consolidated Balance
Sheet as of December 31, 2007
             3  Unaudited
Condensed Consolidated Statements of Operations,
for the Three Month Periods Ended
March 31, 2008 and 2007
                     4  Unaudited
Condensed Consolidated Statements of Cash Flows,
for the Three Month Periods Ended March
31, 2008 and 2007
                           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  PART
I  FINANCIAL INFORMATION  ITEM 1
        CONSOLIDATED FINANCIAL
STATEMENTS  March
31, 2008  TGFIN
HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) CONDENSED
CONSOLIDATED BALANCE SHEETS  March
31,       December 31, 2008
              2007 -------------
    ------------ (Unaudited) ASSETS Current Assets: Cash and cash
equivalents          $
  660,598
         767,349 Prepaid expenses
                       18,108
          14,506 ------------
    ------------ Total
Current Assets
               678,706
         781,855  Property and equipment, net
                   -
               - Deposits
                                    500
             500 ------------
    ------------ Total
Assets
                  $
   679,206     $
   782,355 ============
    ============  LIABILITIES AND STOCKHOLDERS'
EQUITY Current Liabilities: Accounts payable
and accrued      $     33,439
    $     13,201 expenses ------------
     ----------- Total
Current Liabilities
           33,439
          13,201 -----------
     ----------- 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, 22,745,845
and 22,720,845 issued and outstanding,
respectively
            227,458
         227,208 Additional
paid-in-capital
           3,766,533
       3,765,908 Retained deficit prior
to development
stage
                 (1,077,064)
     (1,077,064) Retained deficit
during development
stage
                 (2,271,666)
     (2,147,404) -----------
    ------------ Total
Stockholders' Equity
         645,767
         769,154 -----------
    ------------ Total
Liabilities and Stockholders'
Equity           $
   679,206     $
   782,355 ===========
    ============ These accompanying notes are
integral part of these condensed consolidated financial statements. 3   TGFIN
HOLDINGS, INC. AND SUBSIDIARY (A
Development Stage Company) CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  From Inception Of
the Development For
the
              Stage
on Three
Months Ended      April 1, 2003 March
31,
               To 2008
         2007
    March 31, 2008  REVENUES
                 $
       -    $
        -   $
       - ----------
   -----------   ----------  OPERATING COSTS
             128,373
        98,995
   2,402,034 ----------
   -----------   ---------- OPERATING LOSS
             (128,373)
      (98,995)  (2,402,034) ----------
   -----------   ---------- OTHER INCOME: INTEREST INCOME
             4,111
         7,213
     130,368 ----------
   -----------   ---------- TOTAL
OTHER INCOME         4,111
         7,213
     130,368 ----------
   -----------   ---------- NET LOSS
                $
(124,262)   $   (91,782) $(2,271,666) ==========
   ===========   ========== BASIC AND DILUTED INCOME LOSS PER SHARE:
        $    (0.01)
  $     (0.00) ==========
   ===========  Weighted Average Number of shares Outstanding
             22,745,845
    22,570,845 ==========
   ===========   The accompanying notes are an
integral part of these condensed consolidated financial statements. 4  TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) From Inception Of
the Development For
The
            Stage
on Three
Months Ended      April 1, 2003 March
31,
               To 2008
      2007      March 31,
2008 Cash Flows from Operating Activities: Net Loss
                    $
(124,262) $  (91,782)     $(2,271,666) 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          875
      1,500
         115,355 Cost of common
stock issued issued to
shareholders
              -
          -
          16,500 Changes in assets
and liabilities: Decrease
(increase)in: Accounts
receivable
                -
          -
          31,250 Prepaid
expenses
              (3,602)
   (18,071)
         (3,356) Deposits
                           -
          -
            (500) Increase
(decrease)in: Accounts
payable and accrued
expenses
             20,238
      2,305
        (194,054) ----------
 ----------       ---------- Net
Cash Used In Operating Activities
                 (106,751)
  (106,048)      (2,292,720) ----------
 ----------       ---------- Net Cash Provided By Investing Activities
                 -
          -
               - ----------
 ----------       ---------- Cash Flows From Financing Activities:
                           -
          -
               - ----------
 ----------       ---------- Net Decrease In Cash and Cash Equivalents
                    (106,751)
  (106,048)      (2,292,720) Cash and Cash Equivalents, Beginning of Period
             767,349
  1,158,208        2,953,318 ----------
 ----------      ----------- Cash and Cash Equivalents, End of Period
                $
 660,598  $1,052,160      $
  660,598 ==========
 ==========      ===========  These accompanying notes are an
integral part of these condensed consolidated financial statements. 5  TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited) From Inception Of
the Development For
The
            Stage
on Three
Months Ended        April 1, 2003 March
31,
             To 2008
     2007
        March 31, 2008 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 ==========
 ==========      =============   The accompanying notes are an
integral part of these condensed consolidated Financial Statements.  6   TGFIN HOLDINGS,
INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 and
DECEMBER 31, 2007   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. Consequently, 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 March 31, 2008 and the results
of operations and cash flows for the three month periods ended March 31,
2008 and 2007 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, 2007 audited
financial statements. The results of operations for the periods ended March 31,
2008 and 2007 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   TGFIN HOLDINGS,
INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 and
DECEMBER 31, 2007 (Continued)   NOTE 2: 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 March 31, 2008 there were no other
claims asserted or threatened against the Company.   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 annual salary, 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.  Both contracts
include one-year renewal clauses. No bonuses were authorized or paid in 2007 or
2006.   NOTE 3: PROPERTY AND
EQUIPMENT  Property and equipment, at
cost, and their respective useful lives consist of the following at March 31,
2008. Although the company retained and utilizes computer equipment for its
accounting and financial analysis, they are fully depreciated:  March
31,         Estimated 2008
             Useful -----------
          Lives Computer
equipment
              $
   10,000
            5 Less:
Accumulated depreciation       (10,000) ----------- $
        - ===========  8  TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 and
DECEMBER 31, 2007 (Continued) NOTE 4:  PROVISION FOR
INCOME TAXES  The Company files
income tax returns in the U.S. Federal jurisdiction, and the state of Utah. With
few exceptions, the Company is no longer subject to U.S. federal, state and
local, or non-U.S. income tax examinations by tax authorities for years before
2004.  The Company
adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, on January 1, 2007.  Deferred income taxes have been
provided by temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for tax
purposes. To the extent allowed by GAAP, we provide valuation allowances against
the deferred tax assets for amounts when the realization is uncertain.  Included in the
balance at March 31, 2008, are no tax positions for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility.  The Company's
policy is to recognize interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  NOTE 5:  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 22,745,845 were outstanding at March 31, 2008.  Preferred stock  The Series 1 Class A 8%
Cumulative Convertible Preferred Stock has a par value of $0.01 per share.
 As of March 31, 2008 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 March 31, 2008 of
approximately $395,920 or $7.84 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. 9  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, 2007. 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 March 31, 2008 and March 31, 2007 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 March 31, 2008
may not be indicative of results expected for the entire fiscal year ended
December 31, 2008.  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:  Operating costs of $124,262 for
the three months ended March 31, 2008 increased $29,378, or 29.7%, over those of
the three months ended March 31, 2007 due primarily to an increase in travel
expense (including meals and entertainment)of $22,279 or 409% due to a marked
increase in off-site due diligence, merger candidate meetings and evaluations.
Interest income of $4,111 decreased $3,102 or 43%, over that of the three months
ended March 31, 2007 because of lower amounts of cash on hand and lower interest
rates.  10  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  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 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 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 first quarter of 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.   12  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 March 31, 2008 there were no other
claims asserted or threatened against the Company.   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
$395,920. 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 4 Submission of Matters to
a Vote of Security Holders  No matters were submitted
to a vote of security holders during the quarter ended March 31,
2008.  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    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: May 14, 2008   TGFIN
Holdings, Inc. (Registrant)    By_/s/
Scott Emerson Lybbert_ Scott
Emerson Lybbert, President Principal
Executive Officer, Principal
Financial Officer 14