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 September 30, 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 October 29, 2008 Common stock, $.01 par value
                   22,970,845  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     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 September 30, 2008 and Audited Consolidated Balance
Sheet as of December 31, 2007
             4  Unaudited
Condensed Consolidated Statements of Operations,
for the Three and Nine Month Periods Ended
September 30, 2008 and 2007
                 5  Unaudited
Condensed Consolidated Statements of Cash Flows,
for the Nine Month Periods Ended September
30, 2008 and 2007
                       6  Notes
to Unaudited Condensed Consolidated Financial
Statements
                              8  Item
2.  Management's Discussion and Analysis of Financial Condition
or Plan of Operation
                   11  Item
3.  Controls and Procedures
                           13  PART
II. OTHER INFORMATION
                                     13  SIGNATURES
                                                     14  PART I  FINANCIAL
INFORMATION  ITEM 1
        CONSOLIDATED FINANCIAL
STATEMENTS September
30, 2008                    3     TGFIN
HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) CONDENSED
CONSOLIDATED BALANCE SHEETS  September
30,     December 31, 2008
             2007 -------------
    ------------ (Unaudited) ASSETS Current Assets: Cash and cash
equivalents          $
  418,655      $   767,349 Prepaid expenses
                        7,820
          14,506 ------------
    ------------ Total
Current Assets
               426,475
         781,855  Property and equipment, net
                   -
               - Deposits
                                    500
             500 ------------
    ------------ Total
Assets
                  $
   426,975     $
   782,355 ============
    ============  LIABILITIES AND STOCKHOLDERS'
EQUITY  Current Liabilities: Accounts payable
and accrued      $
       316     $
    13,201 expenses ------------
     -----------  Total
Current Liabilities
              316
          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, 22,970,845
and 22,720,845 issued and outstanding,
respectively
            229,708
         227,208 Additional
paid-in-capital
           3,774,282
       3,765,908 Retained deficit prior
to development
stage
                 (1,077,064)
     (1,077,064) Retained deficit
during development
stage
                 (2,500,773)
     (2,147,404) -----------
    ------------ Total
Stockholders' Equity
         426,659    
     769,154 -----------
    ------------ Total
Liabilities and Stockholders'
Equity           $
   426,975     $
   782,355 ===========
    ============     These accompanying notes are
integral part of these condensed consolidated financial statements. 4     TGFIN
HOLDINGS, INC. AND SUBSIDIARY (A
Development Stage Company) CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  From Inception Of
the Development For
the
                For
the          Stage on Three
Months Ended        Nine Months Ended
 April 1,2003 September
30,            September
30,    September 30, 2008
         2007
       2008
       2007
       2008 ----------
 -----------  ----------  ---------- ------------ REVENUES
        $
       -  $
        -  $
       -  $
       -  $
       - ----------
 -----------  ----------  ----------  ----------  OPERATING COSTS
    120,208       98,940
    361,727     306,152
  2,635,388 ----------
 -----------  ----------  ----------  ---------- OPERATING LOSS
    (120,208)     (98,940)
  (361,727)   (306,152) (2,635,388) ----------
 -----------  ----------  ----------  ---------- OTHER INCOME: INTEREST INCOME
    1,802        5,885
      8,358      19,248
    134,615 ----------
 -----------  ----------  ----------  ---------- TOTAL OTHER INCOME
          1,802
       5,885
      8,358      19,248
    134,615 ----------
 -----------  ----------  ----------  ----------  NET LOSS
       $  (118,406) $
  (93,055) $ (353,369) $ (286,904)$(2,500,773) ==========
 ===========  ==========  ==========  ========== BASIC AND DILUTED LOSS PER SHARE
    $     (0.01) $
    (0.00) $    (0.02) $
   (0.01) ===========
============ =========== ===========  Weighted Average Number of shares Outstanding
    22,860,189   22,670,845  22,810,189
 22,637,878 ==========
 ===========  ==========  ==========               The 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 (Unaudited) From Inception Of
the Development For
The
            Stage
on Nine
Months Ended      April 1, 2003 September
30,           To 2008
      2007      September
30, 2008 -----------
-----------   -------------- Cash Flows from Operating
Activities: Net Loss
                    $
(353,369) $ (286,904)     $(2,500,773) 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       10,875
      9,500
         125,355 Cost of common
stock issued issued to
shareholders
              -
          -
          16,500 Changes in assets
and liabilities: Decrease
(increase)in: Accounts
receivable
                -
          -
          31,250 Prepaid
expenses
               6,686
     (6,024)
          6,932 Deposits
                           -
          -
            (500) Increase
(decrease)in: Accounts
payable and accrued
expenses
            (12,886)
    (2,030)        (227,178) ---------
 ----------       ---------- Net
Cash Used In Operating Activities
                 (348,694)
  (285,458)      (2,534,663) ---------
 ----------       ---------- Net Cash Provided By Investing Activities
                  -
         -
               - ----------
----------       ---------- Net Cash From Financing Activities:
                            -
         -
               - ----------
----------       ---------- Net Decrease In Cash and Cash Equivalents
                     (348,694)
 (285,458)      (2,534,663) Cash and Cash Equivalents, Beginning of Period
              767,349
 1,158,208        2,953,318 ----------
----------       ---------- Cash and Cash Equivalents, End of Period
                 $
 418,655 $  872,750       $
 418,655 ==========
==========       ==========  These accompanying notes are an
integral part of these condensed consolidated financial statements. 6     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 Nine
Months Ended        April 1, 2003 September
30,
               To 2008
     2007      September 30,
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 for compensation
         $   10,875
 $    9,500      $
     72,125 ==========
 ==========      ============= Common stock
issued to prior
shareholders     $
       -  $
       -      $
     16,500 ==========
 ==========      =============                      The accompanying notes are an
integral part of these condensed consolidated Financial Statements.  7     TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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 September 30, 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 September 30, 2008 and the
results of operations and cash flows for the nine month periods ended September
30, 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 September 30,
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.              8     TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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 September 30, 2008 there were no 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 2008 or
2007.  NOTE 3: PROPERTY AND
EQUIPMENT  Property and equipment, at
cost, and their respective useful lives consist of the following at September 30,
2008. Although the company retained and utilizes computer equipment for
its accounting and financial analysis, they are fully depreciated: September
30,         Estimated 2008
               Useful -----------
            Lives Computer
equipment
              $
   10,000
            5 Less:
Accumulated depreciation       (10,000) ----------- $
        - ===========                    9    TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development
Stage Company) NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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
September 30, 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 22,970,845 were outstanding at September 30, 2008.  Preferred stock  The Series 1 Class A 8%
Cumulative Convertible Preferred Stock has a par value of $0.01 per share.
 As of September 30, 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 September 30, 2008 of approximately $410,060 or $8.12 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     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-Q and the Annual Report on Form 10-K 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 Nine months ended September 30, 2008 and
September 30, 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 September 30, 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 $120,208 for
the three months ended September 30, 2008 increased $21,268 or 21%, over those
of the three months ended September 30, 2007. The results from operations for
the three months ended September 30, 2008 were essentially identical to those
for the three months ended September 30, 2007 except for an increase in travel
expenses of $19,271 or 350% due primarily to auto repairs and increased
incidences of off-site due diligence, candidate qualification, and efforts to
find suitable merger candidates. Interest income for the three months ended
September 30, 2008 of $1,802 decreased $4,083, or 69%, over that of the three
months ended September 30, 2007 because of lower amounts of cash on hand.    11     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.  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.               12      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 third quarter of 2008 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 September 30, 2008 there were no 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
$410,060. 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.    13     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 September 30,
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  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: October 31, 2008   TGFIN
Holdings, Inc. (Registrant)    By_/s/
Scott Emerson Lybbert_ Scott
Emerson Lybbert, President Principal
Executive Officer, Principal
Financial Officer             14