UNITED STATES
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, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file Number: 0-19470
TGFIN HOLDINGS, INC.
(Exact name of registrant as specified in its Charter)
|
|
|
| Delaware | 13-4069968 |
| (State or other Jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
101 North Main Street, Suite B
Smithfield, Utah 84335
(Address of Principal Executive Offices)
(435) 563-8080
(Registrant’s Telephone Number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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. (1) Yes [X] No [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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:
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years
Not applicable.
Outstanding Shares
At May 14, 2011 there were 23,321,045 shares of the Registrant's Common Stock and 50,400 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.
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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, 2011 and Audited Consolidated
Balance Sheet as of December 31, 2010 4
Unaudited Condensed Consolidated Statements of
Operations, for the Three Month Periods
Ended March 31, 2011 and 2010 5
Unaudited Condensed Consolidated Statements of Cash
Flows, for the Three Month Periods Ended
March 31, 2011 and 2010 6
Notes to Unaudited Condensed Consolidated
Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risks 13
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION 15
SIGNATURES 16
PART I FINANCIAL INFORMATION
ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS
3
March 31, 2011
TGFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2011 2010
------------- ------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 3,666 3,692
Prepaid expenses - 463
------------ ------------
Total Current Assets 3,666 4,155
Software, net of $4,449 and
$3,449 of Accumulated
Amortization, respectively 7,551 8,551
------------ ------------
Total Assets $ 11,217 $ 12,706
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 13,057 $ 9,153
Accrued expenses 1,789 1,204
Stock compensation payable 15,000 13,000
Convertible notes payable 31,500 31,500
------------ -----------
Total Current Liabilities 61,346 54,857
----------- -----------
Stockholders' Equity:
Preferred stock ($0.01 par value)
1,000,000 shares authorized,
50,500 shares issued
and outstanding 504 504
Common stock ($.01 par value),
50,000,000 shares authorized,
23,321,045 and 23,321,045 issued and
outstanding, respectively 233,210 233,210
Additional paid-in-capital 3,859,782 3,847,782
Retained deficit prior to
development stage (1,077,064) (1,077,064)
Retained deficit during
development stage (3,066,561) (3,046,584)
----------- ------------
Total Stockholders' Equity (50,129) (42,151)
----------- ------------
Total Liabilities and
Stockholders' Equity $ 11,217 $ 12,706
=========== ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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
2011 2010 March 31, 2011
REVENUES $ 44 $ 67 $ 308
---------- ----------- ------------
COST OF GOODS SOLD - - -
---------- ----------- ------------
GROSS PROFIT $ 44 $ 67 $ 308
---------- ----------- ------------
EXPENSES
Payroll and related $ 14,000 $ 21,731
Selling, General &
Administrative 1,262 13,487
Legal and Professional 3,760 5,926
Amortization 1,000 -
---------- -----------
TOTAL OPERATING
EXPENSE 20,022 41,144 3,203,934
---------- ----------- -----------
OPERATING LOSS (19,978) (41,077) (3,203,626)
---------- ----------- -----------
OTHER INCOME:
INTEREST INCOME 1 10 137,065
---------- ----------- -----------
TOTAL OTHER INCOME 1 10 137,065
---------- ----------- -----------
NET LOSS $ (19,977) $ (41,067) $(3,066,561)
========== =========== ===========
BASIC AND
DILUTED INCOME
LOSS PER SHARE: $ (0.00) $ (0.00)
========== ===========
Weighted Average
Number of shares
Outstanding 23,321,045 23,310,045
========== ===========
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TGFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
From
Inception
Of the
For The Development
Three Months Ended Stage on
March 31, April 1, 2003 to
2011 2010 March 31, 2011
Cash Flows from Operating Activities:
Net Loss $ (19,977) $ (41,067) $ (3,066,561)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Amortization of deferred
compensation - - 13,751
Amortization of software 1,000 - 4,449
Compensation costs of
common stock issued to
employees and consultants 2,000 1,000 150,355
Cost of donated services 12,000 17,000 67,000
Cost of common stock
issued to shareholders - - 16,500
Changes in assets and
liabilities:
Decrease (increase)in:
Accounts receivable - (67) 31,250
Prepaid expenses 463 (2,172) 14,752
Deposits - 500 -
Increase (decrease)in:
Accounts payable and
accrued expenses 4,488 5,027 (212,648)
---------- ---------- -----------
Net Cash Used In Operating
Activities (26) (19,779) (2,981,152)
--------- ---------- ----------
Net Cash Provided By
Investing Activities: - - -
--------- ---------- ----------
Cash Flows From Financing
Activities:
Convertible notes payable - - 31,500
--------- ---------- ----------
Net Decrease
In Cash and Cash
Equivalents (26) (19,779) (2,949,652)
Cash and Cash Equivalents,
Beginning of Period 3,692 23,505 2,953,318
--------- ---------- ----------
Cash and Cash Equivalents,
End of Period $ 3,666 $ 3,726 $ 3,666
========= ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
TGFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
From
Inception
Of the
Development
For The Stage on
Three Months Ended April 1, 2003
March 31, To
2011 2010 March 31, 2011
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
========== ========== ==========
Conversion of Preferred
Stock
$ - $ - $ 2
========== ========== ==========
Common stock options
Issued for software
Purchase $ - $ - $ 5,114
========== ========== ==========
Software acquired with
Common stock options $ - $ - $ 12,000
========== ========== ==========
The accompanying notes are an integral part of these condensed consolidated Financial Statements.
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TGFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 and DECEMBER 31, 2010
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. TGFIN Holdings, Inc. previously 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) completed a transaction on February 19, 2010 that had the effect of causing it to cease to be a shell company, as defined in Rule 12b-2 by reactivating 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.
TradinGear produces software applications (“Apps”) for telephones and other hand-held devices.
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, 2011 and the results of operations and cash flows for the three month periods ended March 31, 2011 and 2010 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, 2010 audited financial statements. The results of operations for the periods ended March 31, 2011 and 2010 are not necessarily indicative of the operating results for the respective full years.
Revenue recognition
The company sells its current software at the Online Apple Store, which records all sales made on a daily basis. The company recognizes its portion of the sales as revenue as of the date of the sale.
8
TGFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 and DECEMBER 31, 2010
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, 2011 there were no other claims asserted or threatened against the Company.
NOTE 3: GOING CONCERN QUALIFICATION
The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the quarter ended March 31, 2011 the company lost $19,977 and had a Retained Deficit of $4,143,625. The company’s cash reserves of $3,666 as of March 31, 2011 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2011. See NOTE 8: SUSEQUENT EVENT: On May 20, 2011 the company received additional cash in the form of Convertible Notes payable for $7,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
The company plans to merge with, acquire existing Apps or companies, and continue to operate during the year ending December 31, 2011. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital if sufficient capital is not raised from operations.
NOTE 4: INTANGIBLE ASSETS
A Former Officer of the Company contributed Intangible Assets to the Company valued at his predecessor’s cost of $12,000. These assets consist of selected iphone Applications. The Company has capitalized these intangible assets and is amortizing them over a 3 year period. During the quarter ended March 31, 2011 and 2010, the Company recorded Amortization expense of $1,000 and -0-, respectively.
9
TGFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 and DECEMBER 31, 2010
(Continued)
NOTE 5: CONVERTIBLE NOTES PAYABLE
March 31,
2011 2010
Convertible 8% Demand Notes Payable $ 31,500 $ -
---------- ---------
Total Notes payable $ 31,500 $ -
========== =========
The Convertible 8% Notes Payable were originated on April 1, May 3, June 22, and August 18, 2010 for $5,000, $10,000, $5,000, and $11,500, respectively, to reflect working capital funding provided by Sam Gaer, the company’s single largest shareholder. The Notes are convertible into common stock of TGFIN at $.03 per share at any time at the holder’s option. Accrued interest related to these notes as of March 31, 2011 was $1,789.
NOTE 6: 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, 2011 and 2010 and changes during the years then ended, is presented below:
2011 2010
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
Outstanding, beginning of
quarter 600,000 $ 0.03 - $ -
Granted - - 600,000 0.03
Expired/Cancelled - - - -
Exercised - - - -
------- ------ ------- --------
Outstanding end of
Quarter 600,000 $ 0.03 600,000 $ 0.03
======== ====== ======= ========
Exercisable 600,000 $ 0.03 600,000 $ 0.03
======== ====== ======= ========
NOTE 7: 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 23,321,045 were outstanding at March 31, 2011.
10
GFIN HOLDINGS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 and DECEMBER 31, 2010
(Continued)
Common stock (continued)
On January 1, 2011 the Company awarded 100,000 shares of common stock to each Director in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.01 per share, resulting in compensation expense of $2,000, and since as of May 14, 2011, the shares have not been issued, stock compensation payable of $2,000 has been accrued for the quarter.
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, 2011 there were 50,400 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, 2011 of approximately $508,032 or $10.08 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.
NOTE 8: SUBSEQUENT EVENTS
On May 20, 2011 the company received additional cash in the form of Convertible Notes payable for $7,000. The Convertible Notes are payable on Demand, bear interest at 8% per annum and are convertible into common stock at $.015 per share at any time the holder desires.
11
PART 1 FINANCIAL INFORMATION (Continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
Management's Discussion and Analysis:
The following discussion should be read in conjunction with the consolidated historical financial statements of the Company and related notes thereto included elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2010. 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, 2011 and March 31, 2010 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, 2011 may not be indicative of results expected for the entire fiscal year ended December 31, 2011.
Liquidity and Capital Resources:
At its current level of operations, the Company will need to begin profitable operations, borrow and or raise additional capital during 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 $20,022 for the three months ended March 31, 2011 decreased $21,122, or 51.3%, versus those of the three months ended March 31, 2010 due primarily to the following: 1) a reduction in the amount and imputed cost of donated labor; 2) a decease in Selling, General and Administrative expenses of $12,225, or 90.6% due primarily to a decrease in insurance expense of $6,267 or 93.1%; and 3) a decrease in Legal and Professional expenses of $2,167 or 36.6%.
PLAN OF OPERATIONS
Management's Plans are to seek App providers who wish to “equitize” their Apps’ potential by selling their developed App(s) for shares in TGFIN.
12
The company will always be open to other merger or acquisition candidates, depending upon the circumstances and opportunity offered. 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.
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 idev3.com. 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: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The company does not operate and its only assets are fully insured interest-bearing checking and savings accounts. Therefore, this item is not applicable given the company’s current operations.
ITEM 4: 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
13
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 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
14
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, 2011 there were no other claims asserted or threatened against the
Company.
ITEM 1A. Risk Factors
This item is not required of smaller reporting companies.
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 $508,032. 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 Removed and Reserved
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
15
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 23, 2011
TGFIN Holdings, Inc.
(Registrant)
By_/s/ Scott Emerson Lybbert_
Scott Emerson Lybbert, President
Principal Executive Officer,
Principal Financial Officer
16
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
I, S. Emerson Lybbert, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of TGFIN Holdings, Inc.;
2.
Based upon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, and to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
May 23, 2011
/s/ S. Emerson Lybbert Chairman of the Board and
------------------------- Chief Executive Officer
S. Emerson Lybbert
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
I, S. Emerson Lybbert, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of TGFIN Holdings, Inc.;
2.
Based upon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, and to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of
registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
May 23, 2011
/s/ S. Emerson Lybbert Chief Financial Officer
-------------------------
S. Emerson Lybbert
Exhibit 32
CERTIFICATION
PURSUANT TO
RULE 13a-14(b) AND SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350 (a) and (b))
I, S. Emerson Lybbert, Chairman of the Board and Chief Executive Officer of TGFIN Holdings, Inc. (the “Company”) certify that: (1) the quarterly report of TGFIN Holdings, Inc. on Form 10-Q for the quarter ended March 31, 2011 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d); and (2) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ S. Emerson Lybbert
Name: S. Emerson Lybbert
Title: Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: May 23, 2011
PURSUANT TO
RULE 13a-14(b) AND SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350 (a) and (b)
I, S. Emerson Lybbert, Chairman of the Board and Chief Executive Officer of TGFIN Holdings, Inc. (the “Company”) certify that: (1) the quarterly report of TGFIN Holdings, Inc. on Form 10-Q for the quarter ended March 31, 2011 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d); and (2) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ S. Emerson Lybbert
Name: S. Emerson Lybbert
Title: Chief Financial Officer
(Principal Financial Officer)
Date: May 23, 2011