8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2010

TGFIN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19470		13-4069968
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1517 North 260 East, North Logan, Utah		84341
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (435) 755-0188

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1.01-Entry into a Material Definitive Agreement

TGFIN Holdings, Inc. (TGFN.OB) (“TGFIN”) reactivated its previously inactive operating subsidiary, Tradingear.com Incorporated (“Tradingear”) in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.  On February 25, 2010 the Board of Directors of both TGFIN and Tradingear authorized management to enter into a Material Definitive Agreement to purchase software Applications in exchange for 600,000 options to purchase shares of TGFIN Common Stock at $.03 per share at any time between August 25, 2010 and August 25, 2013. The software applications, known as “SportsCast Baseball” and SportsCast Basketball” were purchased from Gaer Consulting Group, a Related Party. Gaer Consulting Group is wholly-owned by Sam Gaer, TGFIN’s largest single shareholder. SportsCast Baseball and SportsCast basketball are new software applications with no previous operating history.

Section 5.02 (c)(d)--Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Marni Gaer, Director and In-House counsel, voluntarily resigned her positions with TGFIN and Tradingear to pursue other interests. There were (are) no disputes between her and the companies. In addition, Sam Gaer, who is married to Marni Gaer, and who is TGFIN’s largest single shareholder has been appointed to the Board of Directors of TGFIN and Tradingear as a Director, and as President and CEO of Tradingear (iDEV3) by the Board of Directors of each company.

Section 5.06 -Change in Shell Company Status.

TGFIN Holdings, Inc. (TGFN.OB) (“TGFIN”) a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2) has completed a transaction that has the effect of causing it to cease being a shell company, as defined in Rule 12b-2 by reactivated its previously inactive operating subsidiary, Tradingear.com Incorporated (“Tradingear”) in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.  On February 24, 2010 the Board of Directors of both TGFIN and Tradingear authorized management to enter into a Material Definitive Agreement to purchase a software Applications in exchange for 600,000 options to purchase shares of TGFIN Common Stock at $.03 per share at any time between August 24, 2010 and August 24, 2013. The software applications, known as “SportsCast Baseball” and “SportsCast Basketball” were purchased from Gaer C onsulting Group, a Related Party. Gaer Consulting Group is wholly-owned by Sam Gaer, TGFIN’s largest single shareholder.

Section 8.01 Other Events

TGFIN Holdings, Inc. (TGFN.OB) (“TGFIN”) announces that it has launched its subsidiary, iDEV3, to become the first publicly-traded iPhone App Incubator Company. See Press Release attached. In conjunction with this initiative, the Board of Directors of TGFIN appoints Sam Gaer, the largest single shareholder of TGFIN, as President and CEO of iDEV3 and to the Board of Directors of TGFIN and iDEV3.

TGFIN hopes to become a leading incubator for application development. See www.idev3.com. After several years of trying to find a suitable merger candidate, the company turned to the talents of its principal shareholders and resumed developing software. The company plans to offer private third party developers a standard range of shares and a potential bonus scheme based upon the success of the application in exchange for the application. In essence, the company will become a cooperative for private developers who wish to “equitize” their ideas quickly and efficiently.  In addition, the company will fund the development of certain applications on its own.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Description and Exhibit No.

10.1

Intellectual Property Assignment Agreement

99.1

Press Release dated February 25, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TGFIN HOLDINGS, INC.
Date: February 25, 2010	By:	/s/ S. Emerson Lybbert
		S. Emerson Lybbert
		CEO

EX-10

Intellectual Property Assignment

  Page 1 of 6

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

Your Information: The “Developer”

Your Name or Company Name: Gaer Consulting Group__________

Address:________________________________________________

Which best describes you or your company (circle one)?

(1)

Individual

(2)

C-Corporation

(3)

S-Corporation

(4)

Limited Liability Corporation (“LLC”)

(5)

Limited Liability Partnership (“LLP”)

If not an individual, what state are you organized in? ________________

Our Information: The “Company”

Our Name or Company Name: TradinGear.com Inc. D/B/A iDev3

Address:________________________________________________

The Company, TradinGear.com Inc. D/B/A iDev3, is a “C” corporation organized under the laws of the state of Delaware.

The Intellectual Property

The Intellectual property that you are assigning during this transaction is an application entitled:

Application Name(s): SportsCast Baseball and SportsCast Basketball.

You are the sole owner of the Application and the intellectual property contained therein.

Please Initial:______________

Intellectual Property Assignment

  Page 2 of 6

Details of the Assignment Agreement

This is an Intellectual Property Assignment Agreement (the "Assignment"), dated as of February 19, 2010 between the Developer and the Company, as defined above.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in Schedule VI hereto.

WHEREAS, Company desires to purchase or acquire all Developer's right, title and interest in and to the Assigned IP;

NOW, THEREFORE, in consideration of, among other things, the payment by Company of the Purchase Price and in further consideration of the mutual covenants and agreements contained hereto, the receipt and sufficiency of which are hereby acknowledged, Developer and Company agree as follows:

1.

Purchase Price. Developer agrees to sell all right, title and interest in the Intellectual Property to the Company for the consideration set forth on Schedule I hereto (the “Purchase Price”).  

2.

Assistance in Transfer. Developer agrees to assist Company in effectuating the transfer of the Intellectual Property to the Company. This includes, but is not limited to, executing any documentation necessary to transfer such Intellectual Property. In the case of the Apple Computer “AppStore” (and/or its successor), Developer may be required to re-submit the Application for re-certification under the Company’s name. Developer explicitly agrees to use its best efforts to effectuate such transfer as soon as is practicable following the execution of this Agreement.

3.

Assignment of Trademarks. Effective as of the date of this Agreement, Developer sells, transfers, conveys, assigns and delivers to Company and Company accepts all right, title and interest of Developer in and to (i) the trademarks set forth in Schedule II hereto, (ii) the registrations and applications for registrations thereof and (iii) the goodwill of the business connected with the use thereof and symbolized thereby (the "Assigned Trademarks").

4.

Assignment of Patents. Effective as of the date of this Agreement, Developer sells, transfers, conveys, assigns and delivers to Company and Company accepts all right, title and interest of Developer in and to the patents set forth in Schedule II hereto (the "Assigned Patents").

5.

Assignment of Domain Names. Effective as the date of this Agreement, Developer sells, transfers, conveys, assigns and delivers

Intellectual Property Assignment

  Page 3 of 6

to Company and Company accepts all right, title and interest of Developer in and to the domain names and registrations therefore set forth in Schedule II hereto (the "Assigned Domain Names").

6.

Transfer of Intangible Assets. Effective as of the date of this Agreement, Developer sells, transfers, conveys, assigns and delivers to Company and Company accepts all right, title and interest of Developer in and to the goodwill and all other intangible assets currently used exclusively in connection with the Business, including, without limitation, if and to the extent in existence, any and all trade secrets, inventions, designs, copyrights, non-registered trademarks and other intellectual property, know-how, manufacturing methods and processes (the "Assigned Intangible Assets").

7.

Further Assurances. Developer represents and warrants that he/she has created the Application and is the sole owner of all interest, rights, and title to it and the Intellectual Property contained therein. Developer represents and warrants that there are no liens, lawsuits, damages, debts or any other prior liability associated with or claimed upon Developer or the Intellectual Property. The Developer is delivering title to the Intellectual Property free and clear of all debt, liability, and claims from any third party.  Developer further agrees to indemnify and hold Company harmless in the event of and action or threatened action relating to the Intellectual Property.

8.

Modification. This Agreement may only be modified in writing.

9.

Successors. This Assignment shall inure to the benefit of and is binding upon the respective successors and assigns of Developer and Company.

10.

Governing Law. This Assignment shall be governed by, and construed in accordance with (i) the laws of the United States, in respect to trademark and patent issues, and (ii) in all other respects, including as to validity (except for patent and trademark issues), interpretation and effect, by the laws of the State of New York without giving effect to the conflict of laws rules thereof.

11.

Dispute Resolution. Developer agrees that, in the event of Developer’s breach of any part of this agreement then, in addition to any other rights and remedies available under this Agreement or otherwise, the Company shall be entitled to an injunction to be issued or specific enforcement to be required (without the necessity of posting any bond) restricting the Developer from committing or continuing any such violation.  In any such proceeding the Developer shall not raise a defense that the Company is not entitled to any injunction or specific performance because the remedy of money damages or liquidated damages exists.

Intellectual Property Assignment

  Page 4 of 6

IN WITNESS WHEREOF, Developer and Company caused this Assignment to be duly executed as of the date first written above.

/s/ S. Emerson Lybbert            -------------------------      S. Emerson Lybbert             _________________________
Company February 25, 2010 Date

/s/ Sam Gaer, President     -------------------------     Sam Gaer             _____________________________
Developer February 25, 2010 Date

Intellectual Property Assignment

  Page 5 of 6

Schedule I: Purchase Price

Purchase price for the Intellectual Property is set forth as follows:

Equity:

600,000 (six hundred thousand) options to purchase shares of TGFIN HOLDINGS INC. Common Stock at $.03 per share at any time between august 12, 2010 and august 12, 2013. The ticker symbol for this stock is “TGFN.OB” and it currently trades on the Nasdaq OTC “Bulletin Board”.

Cash Payment and/or royalties:

The application is an iPhone application to be sold through the Apple AppStore.  Developer acknowledges that Apple currently charges 30% of the purchase price of each application as a service charge.  Of the remaining 70%, Developer agrees to the following split, in perpetuity:

100% to the Company

0% to the Developer

Intellectual Property Assignment

  Page 6 of 6

Schedule II: Assigned Items

Assigned Trademarks:

Assigned Patents:

Assigned Domain Names:

EX-99

iDev3 Launches to Become the First Publicly Traded iPhone App Incubator Company

SC Baseball and SC Basketball Now Available on Apple’s AppStore

Gaer Appointed CEO of iDev3

TGFN Changes Status to Operating Company

NEW YORK, [February 25, 2010] -- TFGIN Holdings, Inc. (OTCBB:TGFN.OB), founded by entrepreneur Samuel Gaer, former Chief Information Officer and Executive Vice President of The New York Mercantile Exchange, today announced it has launched iDev3, a mobile application services and incubator created to reward small, independent software developers.

iDev3 also announced the launch of its first suite of iPhone apps. The apps are approved by Apple and now available for sale on the Apple Inc. iTunes AppStore. SC Baseball(SM) and SC Basketball(SM) allow users to broadcast baseball and basketball games to groups of contacts via SMS text messaging from their iPhones. Recipients receive game updates on any mobile phone that can deliver SMS text messages, giving the apps excellent and broad utility. The Company intends for the “SC”, or SportsCast(SM) line of apps become a necessity for all sports Moms and Dads who want to make sure all friends and family are updated in real-time. iDev3 intends to launch SC versions for soccer, football, hockey, and lacrosse as well.  

The concept of iDev3 is to enable small, independent developers to “equitize” their investment in their own products. In today's marketplace, there seems to be a monetary disconnect between developers and the value of their work product. The concept behind iDev3 is that small, independent developers (and their products) create value, and that by grouping together many small developers' products and ideas who share in revenue and equity of a publicly traded company, we will grow the overall value of each developer's application more so than they could individually.  The Company will become an aggregator of intellectual property, and developers will diversify risk by trading their intellectual property for equity and sharing in a revenue stream from their apps.

"We believe this is a solution to an unmet need – that of the independent or hobbyist developer – to monetize their development," says Sam Gaer, founder of iDev3. "We have seen demand from a wide range of developers who would love to be able to extract longer term value out of their development."

To be one of the first to download these new apps, please visit the AppStore on iTunes and search for “SC Baseball or SC Basketball.”

If you are interested in submitting an app and finding out more about how to equitize your intellectual property, please visit us at www.iDev3.com.

The Company also announced today that it has appointed Samuel Gaer as interim CEO of iDev3 while a permanent CEO is being sought. Gaer will run the Company on a day-to-day basis and look to hire a permanent CEO.

Coincident with the launch of iDev3, its wholly owned operating subsidiary, TGFIN Holdings (OTCBB:TGFN) has changed its status to an Operating Company, the details of which can be found in our SEC form 8K, filed today.

About iDev3

iDev3 is a developer's co-operative of sorts. By exchanging shares in our publicly traded parent company, TGFIN Holdings (OTCBB:TGFN) for your application and a portion of future revenues from that application, we aim to build a library of applications created by motivated and bright developers. By "equitizing" your application, you participate in any appreciation of the shares you received in exchange for your app.   

Contact: info@idev3.com

Sam Gear: sam@idev3.com; (718) 395-9690