10-Q

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: September 30, 2012

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 [X] No [  ]  The Company has no corporate Web site.

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 November 14, 2012 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 Consolidated Balance Sheet

as of September 30, 2012 and Audited Consolidated

Balance Sheet as of December 31, 2011

4

Unaudited Consolidated Statements of

Operations, for the Three and Nine Month Periods

Ended September 30, 2012 and 2011

5

Unaudited Consolidated Statements of Cash

Flows, for the Three and Nine Month Periods Ended

September 30, 2012 and 2011

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Notes to Unaudited Consolidated Financial Statements

7

Item 2.  Management's Discussion and Analysis of Financial

Condition or Plan of Operation

11

Item 3.  Quantitative and Qualitative Disclosures About

Market Risks

12

Item 4.  Controls and Procedures

12

PART II. OTHER INFORMATION

13

SIGNATURES

14

PART I  FINANCIAL INFORMATION

ITEM 1         CONSOLIDATED FINANCIAL STATEMENTS

3

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

		September 30, 2012 (Unaudited)		December 31, 2011
Statement of Financial Position
ASSETS
Current Assets:
Cash	$	473	$	952
Prepaid expenses		1,250		-
Total Current Assets		1,723		952
Software, net of $10,449 and $7,449 of  accumulated amortization, respectively		1,551		4,551
Total Assets	$	3,274	$	5,503
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	17,930	$	13,911
Accrued expenses		7,519		4,175
Stock compensation payable		21,000		16,000
Convertible notes payable		59,000		45,000
Total Current Liabilities		105,449		79,086
Stockholders’ Equity:
Preferred stock ($0.01 par value) 1,000,000     shares authorized, 50,400 shares issued and     outstanding		504		504
Common stock ($0.01 par value) 50,000,000     shares authorized, 23,321,045 and      23,321,045 issued and outstanding		233,210		233,210
Additional paid-in-capital		3,911,782		3,885,782
Retained deficit prior to development stage		(1,077,063)		(1,077,063)
Retained deficit during development stage		(3,170,608)		(3,116,016)
Total Stockholders’ Deficit		(102,175)		(73,583)
Total Liabilities and Stockholders’ Deficit	$	3,274	$	5,503

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

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TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		July 1 to September 30, 2012		July 1 to September 30, 2011		January 1 to September 30, 2012		January 1 to September 30, 2011		From  inception of development  stage on  April 1, 2003 to September 30, 2012
Income Statement
Revenues	$	-	$	-	$	-	$	92	$	356
Cost of Good Sold		-		-		-		-		-
Gross Profit		-		-		-		92		356
Expenses
Payroll and related		8,250		7,000		29,750		29,485		1,944,269
Selling, General and Administrative		2,695		913		5,270		2,991		890,796
Legal and Professional		3,971		4,884		16,572		14,842		462,517
Amortization		1,000		1,000		3,000		3,000		10,449
Total operating Expense		15,916		13,797		54,592		50,318		3,308,031
Operating Loss		(15,916)		(13,797)		(54,592)		(50,226)		(3,307,675)
Other Income
Interest Income		-		-		-		2		137,067
Total other income		-		-		-		2		137,067
Net Loss	$	(15,916)	$	(13,797)	$	(54,592)	$	(50,224)	$	(3,170,608)
Basic and Diluted Income (loss) per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted Average Number of shares outstanding		23,321,045		23,321,045		23,321,045		23,321,045

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

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TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		January 1, 2012 to September 30, 2012		January 1, 2011 to  September 30, 2011		From inception of development stage  on April 1, 2003 to September 30, 2012
Statement of Cash Flows
Cash Flows from Operating Activities:
Net Loss	$	(54,592)	$	(50,224)	$	(3,170,608)
Adjustments to reconcile net loss to net cash used in      operating activities:
Amortization of deferred compensation		-		-		13,751
Amortization of software		3,000		3,000		10,449
Compensation costs of common stock issued or      payable  to employees  and consultants		5,000		3,000		156,355
Cost of donated services		26,000		26,000		119,000
Cost of common stock issued to shareholders		-		-		16,500
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		-		-		31,250
Decrease (increase) in prepaid expenses		(1,250)		463		13,502
(Decrease) increase in accounts payable and         accrued Expenses		7,363		1,579		(202,044)
Net cash used in operating activities		(14,479)		(16,182)		(3,011,845)
Net cash provided by investing activities		-		-		-
Cash Flows from Financing activities:
Convertible notes payable		14,000		13,500		59,000
Net cash provided by financing activities		14,000		13,500		59,000
Net Increase (Decrease) in cash		(479)		(2,682)		(2,952,845)
Cash, beginning of period		952		3,692		2,953,318
Cash, end of period	$	473	$	1,010	$	473
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
Cost of donated services	$	26,000	$	26,000	$	119,000
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 consolidated Financial Statements.

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TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 and DECEMBER 31, 2011

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 currently 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 September 30, 2012, the results of operations for the three and nine month periods ended September 30, 2012 and 2011, and the cash flows for the three and nine month periods ended September 30, 2012 and 2011, 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, 2011 audited financial statements. The results of operations for the three and nine month periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the respective full years.

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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.

NOTE 2: 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 September 30, 2012 the company lost $15,916 and had a Retained Deficit of $4,247,671. The company’s cash reserves of $473 as of September 30, 2012 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2012.  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 or acquire existing companies, or acquire existing Apps and continue to operate during the year ending December 31, 2012. 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 3: 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 September 30, 2012 there were no claims asserted or threatened against the Company.

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NOTE 4: INTANGIBLE ASSETS

A Former Officer of the Company contributed Intangible Assets to the Company valued at his predecessors 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 quarters ended September 30, 2012 and 2011, the Company recorded Amortization expense of $1,000 and $1,000, respectively.

NOTE 5: CONVERTIBLE NOTES PAYABLE

		September 30, 2012		December 31, 2011
Convertible  notes payable	$	59,000	$	45,000
Total Notes payable	$	59,000	$	45,000

The Convertible 8% Notes Payable were originated on April 1, May 3, September 22, August 18, 2010, May 20, September 14, 2011 and March 20, 2012 for $5,000, $10,000, $5,000, $11,500, $7,000, $6,500 and $14,000, respectively, to reflect working capital funding provided by Sam Gaer, the company’s single largest shareholder. The Notes originated in 2010 are convertible into common stock of TGFIN at $.03 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of TGFIN at $.015 per share at any time at the holder’s option. The Note originated in 2012 is convertible into common stock of TGFIN at $.01 per share at any time at the holder’s option. Accrued interest related to these notes as of September 30, 2012 was $7,519.

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 September 30, 2012 and December 31, 2011 and changes during the periods then ended, is presented below:

	Warrants		2012 Weighted Average Exercise Price	Warrants		2011 Weighted Average Exercise Price
Outstanding, beginning balance	600,000	$	.03	600,000	$	.03
Granted	0		0	0		0
Expired/Cancelled	0		0	0		0
Exercised	0		0	0		0
Outstanding ending balance	600,000	$	.03	600,000	$	.03
Exercisable	600,000	$	.03	600,000	$	.03

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NOTE 7:  CAPITAL STOCK

Common stock

The authorized capital stock of the Company consists of 50,000,000 shares of common stock, par value $0.01 per share, of which 23,321,045 were outstanding at September 30, 2012.

On January 1 and April 1, 2012 the Company awarded 100,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.02 and $.01, respectively, per share resulting in compensation expense of $5,000, of which $1,250 was recognized in the quarter ended September 30, 2012, and as of November 14, 2012, the shares have not been issued.

Preferred stock

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value of $0.01 per share. As of September 30, 2012 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.  Dividends have not been paid since March 15, 1993, resulting in dividends in arrears at September 30, 2012 of approximately $550,368 or $10.92 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 November 13, 2012 the company received additional cash in the form of Convertible Notes payable for $ 12,000 from a related party. The Convertible Notes are payable on Demand, bear interest at 8% per annum and are convertible into common stock at $ .01 per share at any time the holder desires.

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events to disclose.

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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, 2011. 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 month and nine month periods ended September 30, 2012 and 2011 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 September 30, 2012 and the nine month period ended September 30, 2012 may not be indicative of results expected for the entire fiscal year ended December 31, 2012.

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 $15,916 for the three months ended September 30, 2012 increased by $2,119, or 15.4% versus those of the three months ended September 30, 2011, due primarily to additional Selling, General and Administrative costs associated with due diligence of the company’s latest acquisition target company which resulted in an increase of $1,454, or 100% versus those of the three months ended September 30, 2011.

Operating costs of $54,592 for the nine months ended September 30, 2012 increased by $4,274, or 8.5% versus those of the nine months ended September 30, 2011, due primarily to the following: (1) an increase in Legal and Professional expenses, of $1,730, or 11.7%, due to increased compliance requirements and costs, (2) an increase in Selling, General and Administrative costs associated with due diligence of the company’s latest acquisition target company which resulted in an increase of $1,454, or 100%  and (3) an increase in interest

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expense of $1,159 versus those of the nine months ended September 30, 2011 due to increased amounts borrowed.

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.

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 operates minimally and has no meaningful asses subject to market risk. 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

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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 third quarter of 2012 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 September 30, 2012 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 $550,368. The potential liability for dividends in arrears is

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contingent upon the Company's declaration of a dividend. The company does not plan to declare a dividend.

ITEM 4 Mine Safety Disclosures

None; not applicable.

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: November 16, 2012

                      TGFIN Holdings, Inc.

                      (Registrant)

                      By_/s/ Scott Emerson Lybbert_

                        Scott Emerson Lybbert, President

                        Principal Executive Officer,

                        Principal Financial Officer

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EX-31

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.

November 16, 2012

                           /s/ S. Emerson Lybbert                              

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

                                                           S. Emerson Lybbert

                                                           Chairman of the Board and

                                                           Chief Executive Officer

EX-31

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.

November 16, 2012

                                                             /s/ S. Emerson Lybbert         

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

                                                             S. Emerson Lybbert         

                                                             Chief Financial Officer

EX-32

Exhibit 32.1

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 September 30, 2012 (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: November 16, 2012

EX-32

Exhibit 32.2

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 September 30, 2012 (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: November 16, 2012

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Convertible Notes Payable

9 Months Ended

Sep. 30, 2012

Convertible Notes Payable:

Convertible Notes Payable

NOTE 5: CONVERTIBLE NOTES PAYABLE

		September 30, 2012		December 31, 2011
Convertible  notes payable	$	59,000	$	45,000
Total Notes payable	$	59,000	$	45,000

The Convertible 8% Notes Payable were originated on April 1, May 3, September 22, August 18, 2010, May 20, September 14, 2011 and March 20, 2012 for $5,000, $10,000, $5,000, $11,500, $7,000, $6,500 and $14,000, respectively, to reflect working capital funding provided by Sam Gaer, the company’s single largest shareholder. The Notes originated in 2010 are convertible into common stock of TGFIN at $.03 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of TGFIN at $.015 per share at any time at the holder’s option. The Note originated in 2012 is convertible into common stock of TGFIN at $.01 per share at any time at the holder’s option. Accrued interest related to these notes as of September 30, 2012 was $7,519.

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Intangible Assets

9 Months Ended

Sep. 30, 2012

Intangible Assets:

Intangible Assets

NOTE 4: INTANGIBLE ASSETS

A Former Officer of the Company contributed Intangible Assets to the Company valued at his predecessors 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 quarters ended September 30, 2012 and 2011, the Company recorded Amortization expense of $1,000 and $1,000, respectively.

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TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Cash	$ 473	$ 952
Prepaid expenses	1,250	0
Total Current Assets	1,723	952
Software, net of $10,449 and $7,449 of accumulated amortization, respectively	1,551	4,551
Total Assets	3,274	5,503
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	17,930	13,911
Accrued expenses	7,519	4,175
Stock compensation payable	21,000	16,000
Convertible notes payable	59,000	45,000
Total Current Liabilities	105,449	79,086
Stockholders' Equity:
Preferred stock ($0.01 par value) 1,000,000 shares authorized, 50,400 shares issued and outstanding	504	504
Common stock ($0.01 par value) 50,000,000 shares authorized, 23,321,045 and 23,321,045 issued and outstanding	233,210	233,210
Additional paid-in-capital	3,911,782	3,885,782
Retained deficit prior to development stage	(1,077,063)	(1,077,063)
Retained deficit during development stage	(3,170,608)	(3,116,016)
Total Stockholders' Deficit	(102,175)	(73,583)
Total Liabilities and Stockholders' Deficit	$ 3,274	$ 5,503

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The Company and Condensed Consolidated Financial Statements

9 Months Ended

Sep. 30, 2012

The Company and Condensed Consolidated Financial Statements:

The Company and Condensed Consolidated Financial Statements

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 currently 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 September 30, 2012, the results of operations for the three and nine month periods ended September 30, 2012 and 2011, and the cash flows for the three and nine month periods ended September 30, 2012 and 2011, 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, 2011 audited financial statements. The results of operations for the three and nine month periods ended September 30, 2012 and 2011 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.

NOTE 2: 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 September 30, 2012 the company lost ($15,916) and had a Retained Deficit of $4,247,671. The company’s cash reserves of $473.  as of September 30, 2012 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2012.  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 or acquire existing companies, or acquire existing Apps and continue to operate during the year ending December 31, 2012. 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.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies:

Commitments and Contingencies

Litigation

NOTE 3: COMMITMENTS AND CONTINGENCIES

In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of September 30, 2012 there were no claims asserted or threatened against the Company.

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TGFIN HOLDINGS, INC. Balance Sheet (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Accumulated amortization	$ 10,449	$ 7,449
Preferred stock authorized	1,000,000	1,000,000
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock outstanding	50,400	50,400
Common stock authorized	50,000,000	50,000,000
Common stock par value	$ 0.01	$ 0.01
Common stock outstanding	23,321,045	23,321,045

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Convertible Notes Payable (Details) (USD $)	Sep. 30, 2012	Mar. 20, 2012	Dec. 31, 2011	Sep. 14, 2011	May 20, 2011	Sep. 22, 2010	Aug. 18, 2010	May 03, 2010	Apr. 01, 2010
Convertible notes payable	$ 59,000		$ 45,000
Convertible 8 Percent Note Payable		$ 14,000		$ 6,500	$ 7,000	$ 5,000	$ 11,500	$ 10,000	$ 5,000
2010 Conversion Price Per Share	$ 0.03
2011 Conversion Price Per Share	$ 0.015
2012 Conversion Price Per Share	$ 0.01
Accrued Interest Note Related	$ 7,519

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 14, 2012
Document and Entity Information
Entity Registrant Name	TGFIN HOLDINGS INC
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Entity Central Index Key	0000876134
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		23,321,045
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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Stock Options and Warrants (Details) (USD $)	9 Months Ended		12 Months Ended	114 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Sep. 30, 2012	Dec. 31, 2010
Number of warrants outstanding	600,000		600,000	600,000	600,000
Weighted average exercise price of warrants outstanding	$ 0.03		$ 0.03	$ 0.03	$ 0.03
Number of warrants granted	0		0
Weighted average exercise price of warrants granted	$ 0		$ 0	$ 0
Number of warrants expired	0		0
Weighted average exercise price of warrants expired	$ 0		$ 0	$ 0
Number of warrants exercised	0		0
Weighted average exercise price of warrants exercised	$ 0		$ 0	$ 0
Number of warrants exercisable	600,000		600,000	600,000
Weighted average exercise price of warrants exercisable	$ 0.03		$ 0.03	$ 0.03
Common stock authorized	50,000,000		50,000,000	50,000,000
Common stock par value	$ 0.01		$ 0.01	$ 0.01
Common stock outstanding	23,321,045		23,321,045	23,321,045
common stock shares awarded	100,000			100,000
award values per share high value	$ 0.02			$ 0.02
award values per share low value	$ 0.01			$ 0.01
Compensation costs of common stock issued or payable to employees and consultants	$ 5,000	$ 3,000		$ 156,355
Recognized share based compensation	1,250			1,250
Preferred stock par value	$ 0.01		$ 0.01	$ 0.01
Preferred stock outstanding	50,400		50,400	50,400
Preferred Stock Dividend Rate Prcentage	8.00%
Preferred Stock, Dividend Rate, Per-Dollar-Amount	$ 7
Preferred Stock, Amount of Preferred Dividends in Arrears	$ 550,368
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears	$ 10.92

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TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended		114 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Revenues	$ 0	$ 0	$ 0	$ 92	$ 356
Cost of Good Sold	0	0	0	0	0
Gross Profit	0	0	0	92	356
Payroll and related	8,250	7,000	29,750	29,485	1,944,269
Selling, General and Administrative	2,695	913	5,270	2,991	890,796
Legal and Professional	3,971	4,884	16,572	14,842	462,517
Amortization	1,000	1,000	3,000	3,000	10,449
Total operating Expense	15,916	13,797	54,592	50,318	3,308,031
Operating Loss	(15,916)	(13,797)	(54,592)	(50,226)	(3,307,675)
Interest Income	0	0	0	2	137,067
Total other income	0	0	0	2	137,067
Net Loss	$ (15,916)	$ (13,797)	$ (54,592)	$ (50,224)	$ (3,170,608)
Basic and Diluted Income (loss) per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Number of shares outstanding	23,321,045	23,321,045	23,321,045	23,321,045

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The Company and Condensed Consolidated Financial Statements (Policies)

9 Months Ended

Sep. 30, 2012

Policies (Detail level 2):

Business Description

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 currently 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 September 30, 2012, the results of operations for the three and nine month periods ended September 30, 2012 and 2011, and the cash flows for the three and nine month periods ended September 30, 2012 and 2011, 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, 2011 audited financial statements. The results of operations for the three and nine month periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the respective full years.

Revenue Recognition

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.

Going Concern Qualification

NOTE 2: 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 September 30, 2012 the company lost ($15,916) and had a Retained Deficit of $4,247,671. The company’s cash reserves of $473.  as of September 30, 2012 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2012.  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 or acquire existing companies, or acquire existing Apps and continue to operate during the year ending December 31, 2012. 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.

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Subsequent Events

9 Months Ended

Sep. 30, 2012

Subsequent Events:

Subsequent Events

NOTE 8: SUBSEQUENT EVENTS

On November 13, 2012 the company received additional cash in the form of Convertible Notes payable for $ 12,000 from a related party. The Convertible Notes are payable on Demand, bear interest at 8% per annum and are convertible into common stock at $ .01 per share at any time the holder desires.

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events to disclose.

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Subsequent Events (Details) (USD $)	9 Months Ended
	Sep. 30, 2012
additional cash of convdertible notes payable	$ 12,000
convertible note interest rate	8.00%
convertible note conversion per share amount	0.01%

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The Company and Condensed Consolidated Financial Statements (Details) (USD $)	3 Months Ended		9 Months Ended		114 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Net Loss	$ (15,916)	$ (13,797)	$ (54,592)	$ (50,224)	$ (3,170,608)
Retained Deficit	4,247,671		4,247,671		4,247,671
cashreserves	$ 473		$ 473		$ 473

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Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2012

Tables/Schedules (Detail level 3):

Schedule of Convertible Notes Payable

		September 30, 2012		December 31, 2011
Convertible  notes payable	$	59,000	$	45,000
Total Notes payable	$	59,000	$	45,000

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Stock Options and Warrants (Tables)

9 Months Ended

Sep. 30, 2012

Tables/Schedules (Detail level 3):

Schedule of Stockholders' Equity Note, Warrants or Rights

	Warrants		2012 Weighted Average Exercise Price	Warrants		2011 Weighted Average Exercise Price
Outstanding, beginning balance	600,000	$	.03	600,000	$	.03
Granted	0		0	0		0
Expired/Cancelled	0		0	0		0
Exercised	0		0	0		0
Outstanding ending balance	600,000	$	.03	600,000	$	.03
Exercisable	600,000	$	.03	600,000	$	.03

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Intangible Assets (Details) (USD $)	3 Months Ended		9 Months Ended		111 Months Ended	114 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2012	Sep. 30, 2012
Software acquired with common stock options					$ 12,000
Amortization of software	$ 1,000	$ 1,000	$ 3,000	$ 3,000		$ 10,449

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TGFIN HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended		114 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Cash Flows from Operating Activities:
Net Loss	$ (54,592)	$ (50,224)	$ (3,170,608)
Amortization of deferred compensation	0	0	13,751
Amortization of software	3,000	3,000	10,449
Compensation costs of common stock issued or payable to employees and consultants	5,000	3,000	156,355
Cost of donated services	26,000	26,000	119,000
Cost of common stock issued to shareholders	0	0	16,500
Decrease (increase) in accounts receivable	0	0	31,250
Decrease (increase) in prepaid expenses	(1,250)	463	13,502
(Decrease) increase in accounts payable and accrued Expenses	7,363	1,579	(202,044)
Net cash used in operating activities	(14,479)	(16,182)	(3,011,845)
Net cash provided by investing activities	0	0	0
Cash Flows from Financing activities:
Proceeds from convertible notes payable	14,000	13,500	59,000
Net cash provided by financing activities	14,000	13,500	59,000
Net Increase (Decrease) in cash	(479)	(2,682)	(2,952,845)
Cash, beginning of period	952	3,692	2,953,318
Cash, end of period	473	1,010	473
Cash paid during the period for:
Income taxes	0	0	12,609
Interest	0	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Common stock issued for accrued liabilities	0	0	51,230
Conversion of preferred stock	0	0	2
Cost of donated services	26,000	26,000	119,000
Common Stock options issued for software purchase	$ 0	$ 0	$ 5,114

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Stock Options and Warrants

9 Months Ended

Sep. 30, 2012

Stock Options and Warrants:

Stock Options and Warrants

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 September 30, 2012 and December 31, 2011 and changes during the periods then ended, is presented below:

	Warrants		2012 Weighted Average Exercise Price	Warrants		2011 Weighted Average Exercise Price
Outstanding, beginning balance	600,000	$	.03	600,000	$	.03
Granted	0		0	0		0
Expired/Cancelled	0		0	0		0
Exercised	0		0	0		0
Outstanding ending balance	600,000	$	.03	600,000	$	.03
Exercisable	600,000	$	.03	600,000	$	.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 $0.01 per share, of which 23,321,045 were outstanding at September 30, 2012.

On January 1 and April 1, 2012 the Company awarded 100,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.02 and $.01, respectively, per share resulting in compensation expense of $5,000, of which $1,250 was recognized in the quarter ended September 30, 2012, and since as of November 14, 2012, the shares have not been issued

Preferred stock

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value of $0.01 per share. As of September 30, 2012 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. Dividends have not been paid since March 15, 1993, resulting in dividends in arrears at September 30, 2012 of approximately $550,368 or $10.92 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.