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 March 31, 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 March 31,2005
Common stock, $.01 par value                    22,954,178

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 March 31, 2005 and Audited Consolidated
                  Balance Sheet as of December 31, 2004              3

              Unaudited Condensed Consolidated Statements of
                  Operations, for the Three Month Periods
                  Ended March 31, 2005 and 2004                      4

              Unaudited Condensed Consolidated Statements of Cash
                  Flows, for the Three Month Periods Ended
                  March 31, 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
                     March 31, 2005

                     TGFIN HOLDINGS, INC. AND SUBSIDIARY
                        (A Development Stage Company)
                    CONDENSED CONSOLIDATED BALANCE SHEETS


                                       March 31,      December 31,
                                        2005              2004
                                    -------------     ------------
                                     (Unaudited)
ASSETS
Current Assets:
  Cash and cash equivalents          $ 1,915,467      $ 2,025,600
  Prepaid expenses                        10,163            8,389
                                    ------------     ------------
     Total Current Assets              1,925,630        2,033,989

Property and equipment, net                    -                -
Deposits                                     500              500
                                    ------------     ------------
     Total Assets                   $  1,926,130     $  2,034,489
                                    ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                  $      5,785     $     10,498
  Accrued expenses                       115,000              935
                                    ------------     ------------
     Total Current Liabilities           120,785           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,
   22,954,178 and 22,904,178 issued and
   outstanding, respectively             229,542          229,042
 Additional paid-in capital            3,707,824        3,703,824
 Retained deficit prior to
   development stage                  (1,077,064)      (1,077,064)
 Retained deficit during
   development stage                  (1,055,463)        (833,252)
                                    ------------     ------------
     Total Stockholders' Equity        1,920,345        2,023,056
                                    ------------     ------------
     Total Liabilities and
     Stockholders' Equity           $  1,926,130     $  2,034,489
                                    ============     ============

These accompanying notes are integral part of these consolidated financial
statements.
                                3
<PAGE>
                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
                             2005          2004     March 31, 2005

REVENUES                  $        -    $         -   $        -
                          ----------    -----------   ----------

OPERATING COSTS              228,688        123,268    1,098,929
                          ----------    -----------   ----------
OPERATING LOSS              (228,688)      (123,268)  (1,098,929)
                          ----------    -----------   ----------
OTHER INCOME:
  INTEREST INCOME              6,477          5,472       43,466
                          ----------    -----------   ----------
    TOTAL OTHER INCOME         6,477          5,472       43,466
                          ----------    -----------   ----------
OPERATING LOSS              (222,211)      (117,796)  (1,055,463)
                          ----------    -----------   ----------

 NET LOSS                 $ (222,211)   $  (117,796) $(1,055,463)
                          ==========    ===========   ==========
 BASIC AND
 DILUTED INCOME
  LOSS PER SHARE:         $    (0.01)   $     (0.01)
                          ==========    ===========

 Weighted Average
 Number of shares
 Outstanding              22,954,178     22,431,168
                          ==========    ===========


The accompanying notes are an integral part of these consolidated financial
statements.
                                4
<PAGE>
                 TGFIN HOLDINGS, INC. AND SUBSIDIARY
                    (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                                              From
                                                            Inception
                                                             Of the
                                                           Development
                                      For The               Stage on
                                Three Months Ended        April 1, 2003
                                    March 31,                     To
                                -----------------
                                  2005      2004         March 31, 2005
                                --------  -------      ------------------
Cash Flows from
Operating Activities:
 Net Loss                     $ (222,211) $ (117,796)    $(1,055,463)
 Adjustments to reconcile
 Net loss to net cash used
 in operating activities:
  Amortization of deferred
  compensation                         -           -          13,751
  Costs of common stock
  issued for compensation          4,500           -          75,230
  Changes in assets and
  liabilities:
   Decrease (increase)in:
   Accounts receivable                 -           -          31,250
   Prepaid expenses               (1,774)     (4,069)          4,589
   Deposits                            -           -            (500)
   Increase (decrease)in:
   Accounts payable and
    accrued expenses             109,352       2,343        (106,708)
                              ----------  ----------      ----------
    Net Cash Used In Operating
    Activities                  (110,133)   (119,522)     (1,037,851)

Net Cash Provided By
 Investing Activities                  -          -               -
                              ----------  ----------      ----------
Cash Flows From Financing
Activities:                            -           -               -
                              ----------  ----------      ----------

Net Decrease
In Cash and Cash
Equivalents                     (110,133)   (119,522)     (1,037,851)

Cash and Cash Equivalents,
Beginning of Period            2,025,600   2,469,658       2,953,318
                              ----------  ----------      ----------
Cash and Cash Equivalents,
End of Period                 $1,915,467  $2,350,136      $1,915,467
                              ==========  ==========      ==========



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

                                5
<PAGE>
               TGFIN HOLDINGS, INC. AND SUBSIDIARY
                  (A Development Stage Company)
             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
                            ---------------------
                               2005         2004        March 31, 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   $        -  $        -        $    51,230
                            ==========  ==========        ===========
  Common stock issued
  for compensation          $    4,500  $        -        $    24,000
                            ==========  ==========        ===========




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


NOTE 1: THE COMPANY AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. See also NOTE 2:
ASSET SALE.


Condensed consolidated financial statements

The accompanying condensed 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, 2005 and the results of operations and cash flows for the three
and nine month periods ended March 31, 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, 2003 audited financial statements. The results of operations for
the periods ended March 31, 2005 and 2003 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
               MARCH 31, 2005 and DECEMBER 31, 2004
                           (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.

The Company recorded a gain on the Asset Sale of $2,841,860. An additional
$100,000 in cash was placed in escrow for possible indemnification claims
until March 31, 2004. The escrowed amount was released to the Company on April
22, 2004 without offset. The escrowed amount was recorded as part of the
original gain on Asset Sale with a corresponding estimated accrual for
possible claims.

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.

NOTE 3: COMMITMENTS AND CONTINGENCIES

Litigation

On December 16, 2003 Samuel H. Gaer, former President and former Director of
TGFIN Holdings, Inc. was served with a summons and complaint
in a civil action commenced in the United States District Court for the
Southern District of New York by two shareholders of the Company, as
plaintiffs, naming Mr. Gaer, the Company and the Company's wholly-owned
subsidiary, Tradingear.com Incorporated ("the Company") as defendants. The
lawsuit alleged that the defendants mislead and defrauded the plaintiffs into
investing in the Company's common shares and sought monetary damages of
approximately $400,000 plus other unspecified damages.

The Company's management believed that these allegations were without merit
and vigorously defended this lawsuit. In addition, the Company's management
believed that it had a valid counterclaim against the plaintiffs for breach of
contract and pursued the counterclaim, seeking monetary damages from the
plaintiffs in excess of $150,000, plus other unspecified damages. The jury
trial date previously scheduled for January 6, 2005 was postponed. On May 13,
2005, subsequent to the quarter ended March 31, 2005 the above named parties
entered into a Stipulation and Agreement of Settlement.  See also, "NOTE 8:
SUBSEQUENT EVENT".

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,
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:

                                           March 31,
                                           ------------
                        2005               $        725
                        Thereafter                    -
                                           ------------
                                           $        725
                                           ============

Even though the Company is only committed through April 2005, it is likely to
renew its lease for an additional six month period, for the total potential
commitment of $4,410.

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 2004 or 2003.

                               8
<PAGE>
                    TGFIN HOLDINGS, INC. AND SUBSIDIARY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  MARCH 31, 2005 and DECEMBER 31, 2003
                             (Continued)

NOTE 4: PROPERTY AND EQUIPMENT

Property and equipment, at cost, and their respective useful lives consist of
the following at March 31, 2005. Although the company retained and
utilizes computer equipment for its accounting and financial analysis, they
are fully depreciated:

                                                          Estimated
                                          March 31,        Useful
                                           2005             Lives
                                       -----------        ---------
      Computer equipment               $   10,000           5 years
      Less: Accumulated depreciation      (10,000)
                                       -----------
                                       $        -
                                       ===========

NOTE 5:  PROVISION FOR INCOME TAXES

For the period from inception (July 7, 1999) to March 31, 2005 the Company
had accumulated losses from operations of $4,749,071 prior to giving effect to
the Gain from Discontinued Operations of $2,841,860.  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 6:  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 March 31, 2005 and December
31, 2004 and changes during the periods then ended, is presented below:

                                   March 31,            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 March 31,
2005.

NOTE 7:  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 22,954,178 were outstanding
at March 31, 2005.

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, 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 March 31, 2005 of approximately $339,360 or $6.72 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 8:  SUBSEQUENT EVENT

On May 13, 2005, subsequent to the quarter ended March 31, 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.
                                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
March 31, 2005 and 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 March 31, 2005 may not be indicative of results
expected for the entire fiscal year ended December 31, 2004.

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 March 31, 2005 were
essentially identical to those for the three months ended March 31, 2004
except for the provision for costs of litigation settlement of $115,000.  See
also, "NOTE 8:  SUBSEQUENT EVENT". Operating costs of $113,688 for the three
months ended March 31, 2005 decreased $9,580, or 8%, over those of the three
months ended March 31, 2004 due primarily to a net decrease in legal expense
of approximately $9,264. Interest income of $6,477 increased $1,005 or 18%,
over that of the first quarter of 2004 due to higher interest rates.

Gain from Asset Sale. The Gain from Asset Sale, recorded in the first quarter
of 2003, consisted of the following components.

     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)
     Add:  Reversal of over-accruals                   85,882
                                                  -----------
     Gain from Sale of Assets                      $2,841,860
                                                  ===========

                                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
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.

                                12
<PAGE>
PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

On December 16, 2003 Samuel H. Gaer, former President and former Director of
TGFIN Holdings, Inc. was served with a summons and complaint in a civil action
commenced in the United States District Court for the Southern District of New
York by two shareholders of the Company, as plaintiffs, naming Mr. Gaer, the
Company and the Company's wholly-owned subsidiary, Tradingear.com Incorporated
("the Company") as defendants. The lawsuit alleged that the defendants mislead
and defrauded the plaintiffs into investing in the Company's common shares and
sought monetary damages of approximately $400,000 plus other unspecified
damages.

The Company's management believed that these allegations were without merit
and vigorously defended this lawsuit. In addition, the Company's management
believed that it had a valid counterclaim against the plaintiffs for breach of
contract and pursued the counterclaim, seeking monetary damages from the
plaintiffs in excess of $150,000, plus other unspecified damages. The jury
trial date previously scheduled for January 6, 2005 was postponed. On May 13,
2005, subsequent to the quarter ended March 31, 2005 the above named parties
entered into a Stipulation and Agreement of Settlement.  See also, "NOTE 8:
SUBSEQUENT EVENT".

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,
2005 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 $339,360.

       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, 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: May 16, 2005


                      TGFIN Holdings, Inc.
                      (Registrant)



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