QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 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 March 31, 2008

[ ] 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

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(State or other jurisdiction of (IRS) employer

incorporation or organization) identification No.)

1517 North 260 East, North Logan, Utah 84341

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(Address of principal executive offices and zip code)

(435) 755-0188

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(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

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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, 2008

Common stock, $.01 par value 22,745,845

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

<PAGE>

TGFIN HOLDINGS, INC. AND SUBSIDIARY

TABLE OF CONTENTS

PAGE

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheet

as of March 31, 2008 and Audited Consolidated

Balance Sheet as of December 31, 2007 3

Unaudited Condensed Consolidated Statements of

Operations, for the Three Month Periods

Ended March 31, 2008 and 2007 4

Unaudited Condensed Consolidated Statements of Cash

Flows, for the Three Month Periods Ended

March 31, 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 12

PART II. OTHER INFORMATION 13

SIGNATURES 14

PART I FINANCIAL INFORMATION

ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,

2008 2007

------------- ------------

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents $ 660,598 767,349

Prepaid expenses 18,108 14,506

------------ ------------

Total Current Assets 678,706 781,855

Property and equipment, net - -

Deposits 500 500

------------ ------------

Total Assets $ 679,206 $ 782,355

============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable and accrued $ 33,439 $ 13,201

expenses

------------ -----------

Total Current Liabilities 33,439 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,

22,745,845 and 22,720,845 issued and

outstanding, respectively 227,458 227,208

Additional paid-in-capital 3,766,533 3,765,908

Retained deficit prior to

development stage (1,077,064) (1,077,064)

Retained deficit during

development stage (2,271,666) (2,147,404)

----------- ------------

Total Stockholders' Equity 645,767 769,154

----------- ------------

Total Liabilities and

Stockholders' Equity $ 679,206 $ 782,355

=========== ============

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

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

2008 2007 March 31, 2008

REVENUES $ - $ - $ -

---------- ----------- ----------

OPERATING COSTS 128,373 98,995 2,402,034

---------- ----------- ----------

OPERATING LOSS (128,373) (98,995) (2,402,034)

---------- ----------- ----------

OTHER INCOME:

INTEREST INCOME 4,111 7,213 130,368

---------- ----------- ----------

TOTAL OTHER INCOME 4,111 7,213 130,368

---------- ----------- ----------

NET LOSS $ (124,262) $ (91,782) $(2,271,666)

========== =========== ==========

BASIC AND

DILUTED INCOME

LOSS PER SHARE: $ (0.01) $ (0.00)

========== ===========

Weighted Average

Number of shares

Outstanding 22,745,845 22,570,845

========== ===========

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

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

From

Inception

Of the

Development

For The Stage on

Three Months Ended April 1, 2003

March 31, To

2008 2007 March 31, 2008

Cash Flows from

Operating Activities:

Net Loss $ (124,262) $ (91,782) $(2,271,666)

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 875 1,500 115,355

Cost of common stock issued

issued to shareholders - - 16,500

Changes in assets and

liabilities:

Decrease (increase)in:

Accounts receivable - - 31,250

Prepaid expenses (3,602) (18,071) (3,356)

Deposits - - (500)

Increase (decrease)in:

Accounts payable and

accrued expenses 20,238 2,305 (194,054)

---------- ---------- ----------

Net Cash Used In Operating

Activities (106,751) (106,048) (2,292,720)

---------- ---------- ----------

Net Cash Provided By

Investing Activities - - -

---------- ---------- ----------

Cash Flows From Financing

Activities: - - -

---------- ---------- ----------

Net Decrease

In Cash and Cash

Equivalents (106,751) (106,048) (2,292,720)

Cash and Cash Equivalents,

Beginning of Period 767,349 1,158,208 2,953,318

---------- ---------- -----------

Cash and Cash Equivalents,

End of Period $ 660,598 $1,052,160 $ 660,598

========== ========== ===========

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

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

From

Inception

Of the

Development

For The Stage on

Three Months Ended April 1, 2003

March 31, To

2008 2007 March 31, 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

to prior shareholders $ - $ - $ 16,500

========== ========== =============

The accompanying notes are an integral part of these condensed consolidated Financial Statements.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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

March 31, 2008 and the results of operations and cash flows for the three

month periods ended March 31, 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 March 31, 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.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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 March 31, 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 2007 or 2006.

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, at cost, and their respective useful lives consist of

the following at March 31, 2008. Although the company retained and utilizes computer equipment for its accounting and financial analysis, they are fully depreciated:

March 31, Estimated

2008 Useful

----------- Lives

Computer equipment $ 10,000 5

Less: Accumulated depreciation (10,000)

-----------

$ -

===========

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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 March 31, 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 22,745,845 were outstanding at March 31, 2008.

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, 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 March 31, 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.

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, 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 months ended March 31, 2008 and March 31, 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 March 31, 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 $124,262 for the three months ended March 31, 2008 increased $29,378, or 29.7%, over those of the three months ended March 31, 2007 due primarily to an increase in travel expense (including meals and entertainment)of $22,279 or 409% due to a marked increase in off-site due diligence, merger candidate meetings and evaluations. Interest income of $4,111 decreased $3,102 or 43%, over that of the three months ended March 31, 2007 because of lower amounts of cash on

hand and lower interest rates.

PLAN OF OPERATIONS

Management's Plans are to acquire, merge or otherwise combine with an

operating company. Management is currently seeking an entity with which to

affiliate. The Company is free to seek alternative businesses in its existing

or other industries. Management's main objective is to seek to increase shareholder value. All viable alternatives will be evaluated, including, but not limited to: investments, mergers, purchases, or the offering of Company securities, etc. Alternatives that provide existing shareholders with the greatest potential benefit will be favored.

As of the date of this report, management had carefully evaluated many potential affiliation candidates. To date, no formal or informal agreement has been reached with respect to any potential candidate, although several evaluations are currently still in progress. Until a suitable business 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 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 first 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 March 31, 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 March 31, 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: May 14, 2008

TGFIN Holdings, Inc.

(Registrant)

By_/s/ Scott Emerson Lybbert_

Scott Emerson Lybbert, President

Principal Executive Officer,

Principal Financial Officer