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, 2004

                                OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission File Number 1-11034


                        TGFIN HOLDINGS, INC.
      (Exact name of registrant as specified in its charter)

               Delaware                        72-0861671

     (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, 2004
Common stock, $.01 par value                    22,431,168

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.
                        TABLE OF CONTENTS


                                                                   PAGE
    PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

              Unaudited Condensed Consolidated Balance Sheet
                  as of March 31, 2004                               3

              Unaudited Condensed Consolidated Statements of
               Operations, for the three month periods ended
               March 31, 2004 and 2003                               4

              Unaudited Condensed Consolidated Statements of Cash
                  flows, for the three month periods ended
                  March 31, 2004 and 2003                            5

              Notes to Unaudited Condensed Consolidated Interim
                  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         FINANCIAL STATEMENTS
                 March 31, 2004
<TABLE>
<CAPTION>
                            TGFIN HOLDINGS, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEET


                                (Unaudited)
                                      March 31,       December 31,
                                        2004               2003
                                    -------------     ------------
ASSETS
<S>                                 <C>              <C>
Current Assets:
  Cash and cash equivalents          $ 2,350,136      $ 2,469,658
  Prepaid expenses                        28,072           24,003
                                    ------------     ------------
     Total Current Assets              2,378,208        2,493,661

Property and equipment, net                    -                -
Deposits                                     500              500
                                    ------------     ------------
     Total Assets                   $  2,378,708     $  2,494,161
                                    ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                  $     17,670     $     13,902
  Accrued expenses                        68,964           70,389
                                     -----------      -----------
     Total Current Liabilities            86,634           84,291
                                     -----------      -----------
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,
   22,431,168 issued and
   outstanding at March 31,
   2004                                  224,312          224,312
 Additional paid-in-capital            3,637,824        3,637,824
 Retained deficit prior to
   development stage                  (1,077,064)      (1,077,064)
 Retained deficit during
   development stage                    (493,504)        (375,708)
                                    ------------     ------------
     Total Stockholders' Equity        2,292,074        2,409,870
                                    ------------     ------------
     Total Liabilities and
     Stockholders' Equity           $  2,378,708     $  2,494,161
                                    ============     ============
</TABLE>
These accompanying notes are integral part of these consolidated financial
statements.
                                3
<PAGE>
<TABLE>
<CAPTION>
                       TGFIN HOLDINGS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)
                     (A Development Stage Company)

                                                         From
                                                      Inception
                                                        Of the
                                                      Development
                                  For the               Stage on
                             Three Months Ended      April 1, 2003
                                 March 31,                To
                             2004          2003     March 31, 2004
<S>                      <C>           <C>           <C>
REVENUES                  $        -    $         -   $        -
                          ----------    -----------   ----------

OPERATING COSTS              123,268              -      515,063
                          ----------    -----------   ----------
OPERATING LOSS              (123,268)             -     (515,063)
                          ----------    -----------   ----------
OTHER INCOME:
  INTEREST INCOME              5,472              -       21,559
  NET GAIN FROM ASSET
    SALE (Note 2)                  -      2,841,860            -
                          ----------    -----------   ----------
    TOTAL OTHER INCOME         5,472      2,841,860       21,559
                          ----------    -----------   ----------
OPERATING INCOME (LOSS)
BEFORE DISCONTINUED
OPERATIONS                  (117,796)    $2,841,860     (493,504)
                          ----------    -----------   ----------
 DISCONTINUED
 OPERATIONS:
   NET(LOSS) FROM
   DISCONTINUED
   OPERATIONS                      -       (414,258)           -
   (Note 3)

                          ----------    -----------   ----------
 NET INCOME(LOSS)         $ (117,796)   $ 2,427,602  $ (493,504)
                          ==========    ===========   ==========
 BASIC AND
 DILUTED INCOME
 (LOSS)PER SHARE:
 Continuing
 Operations               $    (0.01)   $      0.13
 Discontinued
 Operations                        -          (0.02)
                          ----------    -----------
           Total          $    (0.01)   $      0.11
                          ==========    ===========
 Weighted Average
 Number of shares
 Outstanding              22,431,168     22,431,168
</TABLE>                  ==========    ===========
The accompanying notes are an integral part of these consolidated financial
statements.
                                4
<PAGE>
<TABLE>
<CAPTION>
                        TGFIN HOLDINGS, INC.
                     STATEMENTS OF CASH FLOWS
                           (Unaudited)

                                                         From
                                                      Inception
                                                        Of the
                                                      Development
                                  For the               Stage on
                            Three Months Ended        April 1, 2003
                                 March 31,                 To
                             2004          2003      March 31, 2004
<S>                      <C>           <C>           <C>
Cash Flows from
Operating activities:
 Net Income(Loss)         $  (117,796)   $2,427,602     $   (493,504)

 Adjustments to reconcile
 Net income (loss) to net
 cash used in operating
 activities:
  Depreciation and
  amortization                      -        11,297                -
  Amortization of deferred
  compensation                      -       115,005           13,751
  Compensation costs of
  common stock issued
  to consultants                    -        10,000                -
  Gain on Sale of Assets            -    (2,841,860)               -
  Changes in assets and
  liabilities, net of
  effect from gain of sale
  of assets:
   Decrease (increase) in:
   Accounts receivable              -        22,790           31,250
   Prepaid expenses            (4,069)       (2,361)         (13,320)
   Deposits                         -        76,524             (500)
   Increase (decrease)in:
   Accounts payable and
   Accrued expenses             2,343        (3,637)        (140,859)
                           ----------    ----------       ----------
    Net cash used in Operating
    Activities               (119,522)     (184,640)        (603,182)
                           ----------    ----------       ----------
Cash Flows from Investing
Activities:
 Sale of property and
 Equipment                          -       109,279                -
 Sale of intellectual
 Property                           -     2,890,721                -
                           ----------    ----------       ----------
Net cash provided by
(used in)investing
Activities                          -     3,000,000                -
                           ----------    ----------       ----------
Cash Flows from Financing
Activities:
Issuance of common stock            -             -                -
                           ----------    ----------       ----------
Net cash provided by
financing activities                -             -                -
                           ----------    ----------       ----------
Net Increase (Decrease)
in Cash and Cash
Equivalents                  (119,522)    2,815,360         (603,182)

Cash and Cash Equivalents,
beginning of year           2,469,658       137,958        2,953,318
                           ----------    ----------       ----------
Cash and Cash Equivalents,
end of year                $2,350,136    $2,953,318       $2,350,136
                           ==========    ==========       ==========
</TABLE>
These accompanying notes are an integral part of these consolidated financial
statements.

                                5
<PAGE>
<TABLE>
<CAPTION>
                      TGFIN HOLDINGS, INC.
                     STATEMENTS OF CASH FLOWS
                     (Unaudited continued)

                                                         From
                                                      Inception
                                                        Of the
                                                      Development
                                  For the               Stage on
                            Three Months Ended        April 1, 2003
                                 March 31,                To
                             2004         2003       March 31, 2004
<S>                      <C>           <C>           <C>
Cash paid during
the period for:
  Income Taxes            $            $    1,800      $        -
                           ==========  ==========      ==========
  Interest                $         -  $        -      $        -
                           ==========  ==========      ==========
Supplemental Disclosures
of Non-cash Investing and
Financing Activities:
Common stock issued
 For services             $            $   10,000      $        -
                          ==========   ==========      ==========
</TABLE>
These accompanying notes are an integral part of these consolidated financial
statements.
                               6
<PAGE>
                      TGFIN HOLDINGS, INC.
                  NOTES TO FINANCIAL STATEMENTS
               MARCH 31, 2004 and DECEMBER 31, 2003


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. See also NOTE 2:
ASSET SALE.


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, 2004 and the results of operations and cash flows for the three
month periods ended March 31, 2004 and 2003 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, 2004 and 2003 are not necessarily indicative of
the operating results for the respective full years.


                                7
<PAGE>
                         TGFIN HOLDINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS
               MARCH 31, 2004 and DECEMBER 31, 2003
                           (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 or $2,841,860. An additional
$100,000 in cash was placed in escrow for possible indemnification claims
until March 31, 2004.  Subsequent to the three months ended March 31, 2004 the
escrowed amount was released to the Company on April 22, 2004 without offset.
The escrowed amount was previously recorded as part of the gain on Asset Sale
with a corresponding estimated accrual for possible claims.  The related
accrual will be reversed in the second quarter of 2004, the same quarter in
which escrowed funds were received.

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: DISCONTINUED OPERATIONS

The operating assets of Tradingear were sold on March 31, 2003. The following
is a summary of the loss from discontinued operations resulting from the
elimination of those operations.  The financial statements have been
retroactively restated to reflect this event.  The amounts for 2003 represent
operating activity prior to March 31.  No tax benefit was attributed to the
discontinued operations.


                                         Three Months Ended
                                    March 31,            March 31,
                                      2004                2003

    REVENUES                      $        -        $ 118,079
    COSTS AND EXPENSES
     General & administrative              -          170,310
     Development costs                     -           98,838
     Consulting fees                       -          165,696
     Deferred costs expense                -           86,196
     Depreciation expense                  -           11,297
                                  ----------        ---------
    Total costs and expense                -          532,337


    Net Income (loss) before
     Provision for Income         ----------        ---------
     Taxes                                 -         (414,258)

    Provision for
     Income taxes                          -                -
                                  ----------        ---------
    Net Loss from discontinued    $        -        $(414,258)
      operations                  ==========        =========


NOTE 4: COMMITMENTS AND CONTINGENCIES

Litigation

On December 16, 2003 Samuel H. Gaer, former President and former Director of
TGFIN Holdings, Inc. (the "Company") 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 as defendants. The lawsuit alleges
that the defendants mislead and defrauded the plaintiffs into investing in the
Company's common shares and seeks monetary damages of approximately $400,000
plus other unspecified damages.

The Company's management believes that these allegations are without merit and
intends to vigorously defend this lawsuit. In addition, the Company's
management believes that it has a valid counterclaim against the plaintiffs
for breach of contract and expects to pursue this counterclaim and seek
monetary damages from the plaintiffs in excess of $150,000, plus other
unspecified damages.

The legal case is in the early stages of discovery and no assessment of
probable loss is determinable or estimable.  Therefore no provision for loss
has been accrued.

Leases

The Company leases office equipment and office space under noncancellable
operating leases.  Commitments under these leases are as follows:

                                           December 31,
                        2004                $  1,410
                        Thereafter                 -
                                            --------
                                            $  1,410
                                            ========

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
May 10, 2004 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 for
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 for bonuses as determined by the Company's Board
of Directors. No bonuses were authorized or paid in 2003 or 2002.

401(k) Plan and Profit Sharing Plan

The Company has approved a 401(k) Plan and a Profit Sharing Plan which cover
full-time employees who have attained the age of 21 and have completed at
least one year of service with the Company.  Under the 401(k) Plan, an
employee may contribute an amount up to 25% of his compensation to the 401(k)
Plan on a pretax basis not to exceed the current annual Federal limitation.
Amounts contributed to the 401(k) Plan are nonforfeitable.  Under the Profit
Sharing Plan, a member in the plan participates in the Company's contributions
to the Plan as of December 31 in any year, with allocations to individual
accounts based on annual compensation.

An employee does not fully vest in the plan until the completion of three
years of employment.  The Board of Directors will determine the Company's
contributions to the plan on a discretionary basis.  The Company has not made
any contributions to date.

                               8
<PAGE>
                          TGFIN HOLDINGS, INC.
                      NOTES TO FINANCIAL STATEMENTS
                  MARCH 31, 2004 and DECEMBER 31, 2003
                             (Continued)

NOTE 5: PROPERTY AND EQUIPMENT

Property and equipment, at cost, and their respective useful lives consist of
the following at March 31, 2004. Although the company retained and will
utilize computer equipment for its accounting and financial analysis, they are
fully depreciated:

                                         March 31,         Estimated
                                           2003             Useful
                                       -----------           Lives
      Computer equipment               $   10,000              5
      Less: Accumulated depreciation      (10,000)
                                       -----------
                                       $        -
                                       ===========

NOTE 6:  PROVISION FOR INCOME TAXES

For the period from inception (July 7, 1999) to March 31, 2004 the Company had
accumulated losses from operations of $4,412,428 prior 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 7:  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, 2004 and December 31,
2003 and changes during the periods then ended, is presented below:

                              March 31,            December 31,
                                2004                   2003

                                    Weighted             Weighted
                                    Average              Average
                                    Exercise             Exercise
                            Shares    Price     Shares     Price

Outstanding, beginning of
 period                     905,832  $  .46    910,880  $    .47
Granted                           -       -          -         -
Expired/Cancelled          (102,262)    .95     (5,048)    21.00
Exercised                       -       -          -         -
                            -------  ------    -------  --------
Outstanding end of year     803,570  $  .40    905,832  $    .46
                           ========  ======    =======  ========
Exercisable                 803,570  $  .40    905,832  $    .46
                           ========  ======    =======  ========

                           Outstanding                    Exercisable
                               Weighted
                  Number       Average     Weighted     Number    Weighted
                Outstanding   Remaining    Average    Exercisable  Average
   Range of     at March     Contractual   Exercise    at March    Exercise
Exercise Prices   31, 2004       Life        Price      31, 2004    Price
- --------------- -----------  -----------   --------   ----------- ---------
$    .40          803,570          .71     $    .40     803,570    $   .40
===========       =======       ======     ========     =======    =======

No options or warrants were issued during the three months ended March 31,
2004.  Only options and warrants with exercise prices of $.40 remain
outstanding.

NOTE 8:  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 22,431,168 were outstanding
as at March 31, 2004.

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, 2004 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, 2004 of approximately $311,080 or $6.16 per share,
including $14,140 accrued in the current quarter. 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
<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, 2003. 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, 2004 and March 31, 2003 is derived from the consolidated financial
statements included elsewhere herein. The financial information set forth and
discussed below is unaudited 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, 2004 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, 2004 were
very different from those for the three months ended March 31, 2003.  In the
current year (2004) the Company operated as a development stage corporation
with no revenues and no operating subsidiary.  In the prior year (2003) the
Company conducted its last quarter of operations, whose results are now
classified as Discontinued Operations, and sold its operating assets to create
a Gain from Asset Sale, which was reported as other income.

Therefore, operating costs of $123,268 and interest income of $5,472 for the
three months ended March 31, 2004 represent 100% increases over those of the
three months ended March 31, 2003.  Likewise, the net gain from Asset Sale of
$2,841,860 and net loss from discontinued operations of $414,258 for the three
months ended March 31, 2003 represent balances which have declined 100%, when
compared to the current year's three month period ended March 31.

The net loss from discontinued operations for the three months ended March
31,2003 consisted of the following components which had no comparable balance
in the current year each of which, represents a 100% decline for the three
months ended March 31, 2004 versus the comparable period for 2003: Revenues of
$118,079; Development costs of $98,838; Consulting fees of $165,696; Deferred
cost expense of $86,196 and Depreciation expense of $11,297.

In addition, General and Administrative costs for the three months ended March
31, 2004 of $123,268 declined $47,042, or 28% from the first quarter of 2003.
This was due to a reduction in management and administrative personnel.

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 several
potential affiliation candidates.  To date, no formal or informal agreement
has been reached with respect to any potential candidate, although some
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.

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PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

     On December 16, 2003 Samuel H. Gaer, former President and former Director
of TGFIN Holdings, Inc. (the "Company") 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 as defendants. The lawsuit alleges
that the defendants mislead and defrauded the plaintiffs into investing in the
Company's common shares and seeks monetary damages of approximately $400,000
plus other unspecified damages.

     The Company's management believes that these allegations are without
merit and intends to vigorously defend this lawsuit. In addition, the
Company's management believes that it has a valid counterclaim against the
plaintiffs for breach of contract and expects to pursue this counterclaim and
seek monetary damages from the plaintiffs in excess of $150,000, plus other
unspecified damages.

     The legal case is in the early stages of discovery and no assessment of
probable loss is determinable or estimable.  Therefore no provision for loss
has been accrued.

ITEM 2 Changes in Securities and Small Business Issuer Purchases of Equity
Securities

     No shares were issued during the fiscal quarter ended March 31, 2004.

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 $ 311,080.

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, 2004.

ITEM 5 Other Information.

ITEM 6  Exhibits and Reports on Form 8-K

  (a)     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
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                                  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 10, 2004


                      TGFIN Holdings, Inc.
                      (Registrant)



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