QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED JUNE 30, 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 June 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):  Large accelerated filer [  ]                  Accelerated filer [  ] Non-accelerated filer [  ]                    Smaller reporting company [X]  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 August 6, 2008 Common stock, $.01 par value                    22,845,845  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 June 30, 2008 and Audited Consolidated Balance Sheet as of December 31, 2007              3  Unaudited Condensed Consolidated Statements of Operations, for the Three and Six Month Periods Ended June 30, 2008 and 2007                       4  Unaudited Condensed Consolidated Statements of Cash Flows, for the Six Month Periods Ended June 30, 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                            11  PART II. OTHER INFORMATION                                      12  SIGNATURES                                                      14  2   PART I  FINANCIAL INFORMATION  ITEM 1         CONSOLIDATED FINANCIAL STATEMENTS  June 30, 2008  TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED BALANCE SHEETS  June 30,       December 31, 2008               2007 -------------     ------------ (Unaudited) ASSETS Current Assets: Cash and cash equivalents          $   530,577          767,349 Prepaid expenses                        12,084           14,506 ------------     ------------ Total Current Assets                542,661          781,855  Property and equipment, net                    -                - Deposits                                     500              500 ------------     ------------ Total Assets                   $    543,161     $    782,355 ============     ============  LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued      $      3,096     $     13,201 expenses ------------      ----------- Total Current Liabilities             3,096           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, 22,845,845 and 22,720,845 issued and outstanding, respectively             228,458          227,208 Additional paid-in-capital            3,770,532        3,765,908 Retained deficit prior to development stage                  (1,077,064)      (1,077,064) Retained deficit during development stage                  (2,382,367)      (2,147,404) -----------     ------------ Total Stockholders' Equity          540,065          769,154 -----------     ------------ Total Liabilities and Stockholders' Equity           $    543,161     $    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                 For the          Stage on Three Months Ended        Six Months Ended  April 1, 2003 June 30,                June 30,             To 2008          2007        2008        2007  June 30, 2008 ----------  -----------  ----------  ---------- ------------ REVENUES         $        -  $         -  $        -  $        -  $        - ----------  -----------  ----------  ----------  ----------  OPERATING COSTS     113,146      108,217     241,519     207,212   2,515,180 ----------  -----------  ----------  ----------  ---------- OPERATING LOSS     (113,146)    (108,217)   (241,519)   (207,212) (2,515,180) ----------  -----------  ----------  ----------  ---------- OTHER INCOME: INTEREST INCOME     2,445        6,150       6,556      13,363     132,813 ----------  -----------  ----------  ----------  ---------- TOTAL OTHER INCOME           2,445        6,150       6,556      13,363     132,813 ----------  -----------  ----------  ----------  ----------  NET LOSS        $  (110,701) $  (102,067) $ (234,963) $ (193,849)$(2,382,367) ==========  ===========  ==========  ==========  ========== BASIC AND DILUTED LOSS PER SHARE     $     (0.00) $     (0.00) $    (0.01) $    (0.01) ==========  ===========  ==========  ==========  Weighted Average Number of shares Outstanding     22,845,845   22,464,526  22,795,845  22,620,845 ==========  ===========  ==========  ==========    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 Six Months Ended       April 1, 2003 June 30,                To 2008       2007      June 30, 2008 Cash Flows from Operating Activities: Net Loss                     $ (234,964) $ (193,849)     $(2,382,367) 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        5,875       9,500          120,355 Cost of common stock issued issued to shareholders               -           -           16,500 Changes in assets and liabilities: Decrease (increase)in: Accounts receivable                 -           -           31,250 Prepaid expenses                2,422     (12,048)           2,668 Deposits                            -           -             (500) Increase (decrease)in: Accounts payable and accrued expenses             (10,105)      1,707         (224,398) ----------  ----------       ---------- Net Cash Used In Operating Activities                  (236,772)   (198,104)      (2,422,741) ----------  ----------       ---------- Net Cash Provided By Investing Activities                  -           -                - ----------  ----------       ---------- Cash Flows From Financing Activities:                            -           -                - ----------  ----------       ---------- Net Decrease In Cash and Cash Equivalents                     (236,772)   (198,104)      (2,422,741) Cash and Cash Equivalents, Beginning of Period              767,349   1,158,208        2,953,318 ----------  ----------      ----------- Cash and Cash Equivalents, End of Period                 $  530,577  $  960,104      $   530,577 ==========  ==========      ===========  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 Six Months Ended        April 1, 2003 March 31,              To 2008      2007         June 30, 2008 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 $    5,875  $    9,500      $      69,125 For compensation ==========  ========== =============  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 JUNE 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 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 June 30, 2008 and the results of operations and cash flows for the three and six month periods ended June 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 June 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.   7   TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 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 June 30, 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 2008 or 2007.   NOTE 3: PROPERTY AND EQUIPMENT  Property and equipment, at cost, and their respective useful lives consist of the following at June 30, 2008. Although the company retained and utilizes computer equipment for its accounting and financial analysis, they are fully depreciated:  June 30,          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 JUNE 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 June 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 22,845,845 were outstanding at June 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 June 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 June 30, 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-Q 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 and six months ended June 30, 2008 and June 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 June 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 $113,146 for the three months ended June 30, 2008 increased $4,929, or 4.6%, over those of the three months ended June 30, 2007 due primarily to an increase in accounting and legal fees of $7,377 or 73% principally as a result of increased auditing and reporting requirements required by the Sarbanes-Oxley Act of 2002 for small company filers for 2007 and 2008. Interest income of $2,445 decreased $3,705 or 60%, over that of the three months ended June 30, 2007 because of lower amounts of cash on hand.  Operating costs of $241,519 for the six months ended June 30, 2008 increased $34,307 or 16.6%, over those of the six months ended June 30, 2007 due primarily to an increase in travel expense of $23,057 or 167% due to a marked increase in off-site due diligence, merger candidate meetings and evaluations, and an increase in accounting and legal fees of $9,671 or 47% principally as a result of increased auditing and reporting requirements required by the Sarbanes-Oxley Act of 2002 for small company filers for 2007 and 2008. Interest income of $6,556 decreased $6,807 or 51%, over that of the six months ended June 30 2007 because of lower amounts of cash on hand.  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.  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                                 11   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 second 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 June 30, 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 June 30, 2008.  12    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: August 13, 2008   TGFIN Holdings, Inc. (Registrant)    By_/s/ Scott Emerson Lybbert_ Scott Emerson Lybbert, President Principal Executive Officer, Principal Financial Officer 14