UNITED
STATES 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, 2009 or  [ ] TRANSITION REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the transition period from       to  Commission
file Number: 0-19470  TGFIN
HOLDINGS, INC. (Exact
name of registrant as specified in its Charter)  Delaware
13-4069968(State or other Jurisdiction of Incorporation or
organization)
(I.R.S. Employer Identification
No.)  1517 North 260
East North Logan,
Utah 84341 (Address of
Principal Executive Offices)  (435)
755-0188 (Registrants
Telephone Number, including area code)  Indicate by check
mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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.
        (1) Yes [X] No
[  ]  Indicate by check
mark whether the Registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company:  Large
accelerated filer [ ] Accelerated
filer          [ ] Non-accelerated
filer   [ ] Smaller
reporting company  [X] (Do not check if a smaller
reporting company)  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
Registrants Involved in Bankruptcy Proceedings During the Preceding Five
Years  Not applicable.   1    Outstanding Shares  At April 24, 2009 there were 23,120,845 shares of the Registrant's
Common Stock and 50,500 shares of Series 1 Class A 8% Cumulative Preferred Stock
outstanding.   PLEASE ADDRESS ALL
CORRESPONDENCE TO:     Mark Gasarch, Esq. 150
East 58th Street 34th
floor New
York, New York 10155 (212)
956-9595  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, 2009 and Audited Consolidated Balance
Sheet as of December 31, 2008
             3  Unaudited
Condensed Consolidated Statements of Operations,
for the Three Month Periods Ended
March 31, 2009 and 2008
                     4  Unaudited
Condensed Consolidated Statements of Cash Flows,
for the Three Month Periods Ended March
31, 2009 and 2008
                           5  Notes
to Unaudited Condensed Consolidated Financial
Statements
                              7  Item
2.  Management's Discussion and Analysis of Financial Condition
and Results of Operation
               11  Item
3.  Quantitative and Qualitative Disclosures About Market
Risks 12  Item
4.  Controls and Procedures
                           12  PART
II. OTHER INFORMATION
                                     13  SIGNATURES
                                                     14   2     PART I  FINANCIAL
INFORMATION  ITEM 1
        CONSOLIDATED FINANCIAL
STATEMENTS March
31, 2009 TGFIN
HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) CONDENSED
CONSOLIDATED BALANCE SHEETS  March
31,       December 31, 2009
             2008 -------------
    ------------ (Unaudited) ASSETS Current Assets: Cash
and cash equivalents          $
  212,209 316,795 Prepaid expenses
                       17,776
          14,135 ------------
    ------------ Total
Current Assets
               229,985
         339,930  Property and equipment, net
                   -
               - Deposits
                                    500
             500 ------------
    ------------ Total
Assets
                  $
   230,485     $
   331,430 ============
    ============  LIABILITIES AND STOCKHOLDERS'
EQUITY  Current Liabilities: Accounts payable
and accrued      $     11,744
    $      5,380 expenses ------------
     ----------- Total
Current Liabilities
           11,744
           5,380 -----------
     ----------- 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, 23,120,845
and 23,020,845 issued and outstanding,
respectively
            231,208
         230,208 Additional
paid-in-capital
           3,778,782
       3,775,783 Retained deficit prior
to development
stage
                 (1,077,064)
     (1,077,064) Retained deficit
during development
stage
                 (2,714,691)
     (2,603,383) -----------
    ------------ Total
Stockholders' Equity
         218,741
         326,050 -----------
    ------------ Total
Liabilities and Stockholders'
Equity           $
   230,485     $
   331,430 ===========
    ============  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 2009
         2008
    March 31, 2009  REVENUES
                 $
       -    $
        -   $
       - ----------
   -----------   ----------  OPERATING COSTS
             111,895
       128,373
   2,851,263 ----------
   -----------   ---------- OPERATING LOSS
             (111,895)
     (128,373)  (2,851,263) ----------
   -----------   ---------- OTHER INCOME: INTEREST INCOME
               587
         4,111
     136,572 ----------
   -----------   ---------- TOTAL
OTHER INCOME           587
         4,111
     136,572 ----------
   -----------   ---------- NET LOSS
                $
(111,308)   $  (124,262) $(2,714,691) ==========
   ===========   ========== BASIC AND DILUTED INCOME LOSS PER SHARE:
        $    (0.00)
  $     (0.01) ==========
   ===========  Weighted Average Number of shares Outstanding
             23,120,845
    22,745,845 ==========
   ===========   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 2009
      2008      March 31,
2009 Cash Flows from Operating Activities: Net Loss
                    $
(111,308) $ (124,262)     $(2,714,691) 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        4,000
        875
         131,355 Cost of common
stock issued to
shareholders
              -
          -
          16,500 Changes in assets
and liabilities: Decrease
(increase)in: Accounts
receivable
                -
          -
          31,250 Prepaid
expenses
              (3,641)
    (3,602)
         (3,024) Deposits
                           -
          -
            (500) Increase
(decrease)in: Accounts
payable and accrued
expenses
              6,363
     20,238
        (215,750) ----------
 ----------       ---------- Net
Cash Used In Operating Activities
                 (104,586)
  (106,751)      (2,741,109) ----------
 ----------       ---------- Net Cash Provided By Investing Activities
                 -
          -
               - ----------
 ----------       ---------- Cash Flows From Financing Activities:
                           -
          -
               - ----------
 ----------       ---------- Net Decrease In Cash and Cash Equivalents
                    (104,586)
  (106,751)      (2,741,109)  Cash and Cash Equivalents, Beginning of Period
             316,795
    767,349
       2,953,318 ----------
 ----------      ----------- Cash and Cash Equivalents, End of Period
                $
 212,209  $  660,598      $
  212,209 ==========
 ==========      ===========  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 2009
     2008
        March 31, 2009 Cash Paid During the Period For: Income Taxes
             $
       -  $
       0      $
     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, 2009 and
DECEMBER 31, 2008   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, 2009 and the results
of operations and cash flows for the three month periods ended March 31,
2009 and 2008 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, 2008 audited
financial statements. The results of operations for the periods ended March 31,
2009 and 2008 are not necessarily indicative of the operating results for
the respective full years.    7    TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 and
DECEMBER 31, 2008 (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, 2009 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 2009 or
2008.  NOTE 3: GOING CONCERN
QUALIFICATION  The Company has been a
Development Stage Company since April 1, 2003. It has continuously sought an
acceptable merger or acquisition candidate since then and has incurred losses
each year. For the quarter ended March 31, 2009 the company lost $111,308 and
had a Retained Deficit of $3,791,755. The companys cash reserves of $212,209 as
of March 31, 2009 are not adequate to fund all of the anticipated expenses for
the year ending December 31, 2009.  These conditions raise substantial
doubt about the Companys ability to continue as a going concern.  The
accompanying financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of this
uncertainty.  The company plans to merge
with, acquire an existing company or begin to operate during the year ending
December 31, 2009. Should the acquired or merged operating entity not have
sufficient resources of its own to fund the combined entitys operations, the
Company will issue stock to raise sufficient operating capital.   8    TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 and
DECEMBER 31, 2008  NOTE 4: PROPERTY AND
EQUIPMENT  Property and equipment, at
cost, and their respective useful lives consist of the following at March 31,
2009. Although the company retained and utilizes computer equipment for its
accounting and financial analysis, they are fully depreciated:  March
31,         Estimated 2009
             Useful -----------
          Lives Computer
equipment
              $
   10,000
            5 Less:
Accumulated depreciation       (10,000) ----------- $
        - ===========  NOTE 5:  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
2005.  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, 2009, 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 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 23,120,845 were outstanding at March 31, 2009.  On January 1, 2009 the Company
issued 100,000 total of common stock to a Director in accordance with a Board
Resolution.  The shares were valued at the market price at the date of
issuance of $.04 per share, resulting in compensation expense of $4,000.  9    TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 and
DECEMBER 31, 2008  NOTE 6:  CAPITAL STOCK
(Continued)  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, 2009 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, 2009 of
approximately $452,480 or $8.96 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.  10    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-Q and
the Annual Report on Form 10-K for the year ended December 31, 2008. 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, 2009 and March 31, 2008 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,
2009 may not be indicative of results expected for the entire fiscal year ended
December 31, 2009.  Liquidity and Capital
Resources:  At its current level of
operations, the Company will need to begin profitable operations and or raise
additional capital during 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 $111,895 for
the three months ended March 31, 2009 decreased $16,478, or 12.8%, versus those
of the three months ended March 31, 2008 due primarily to a decrease in travel
expense (including meals and entertainment)of $17,077 or 61.6% due to a
reduction in viable merger candidates from 2009 to 2008. Interest income of $587
decreased $3,524 or 86%, over that of the three months ended March 31, 2008
because of lower amounts of cash on hand and lower interest rates.  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  11    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.  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:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The company
does not operate and its only assets are fully insured interest-bearing checking
and savings accounts. Therefore, this item is not applicable given the companys
current operations.  ITEM 4: 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  12    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 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.  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, 2009 there were no other
claims asserted or threatened against the Company.  ITEM 1A. Risk Factors  This item is
not required of smaller reporting companies.  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
$452,480. 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,
2009.  ITEM 5 Other Information.  None.  ITEM 6  Exhibits  Exhibits  31.1 302
Certification  31.2 302
Certification  13     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  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: April 30, 2009   TGFIN
Holdings, Inc. (Registrant)    By_/s/
Scott Emerson Lybbert_ Scott
Emerson Lybbert, President Principal
Executive Officer, Principal
Financial Officer     14