Redify Group, Inc. - FORM 10-K

Attached files

file	filename
EX-32 - 906 CERTIFICATION - Redify Group, Inc.	ex32.htm
EX-31 - 302 CERTIFICATION OF CFO - Redify Group, Inc.	ex312.htm
EX-31 - 302 CERTIFICATION OF CEO - Redify Group, Inc.	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT of 1934

For the fiscal year ended: December 31, 2010

[ ] 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)

Securities registered under Section 12(b) of the Exchange Act:

Name of each exchange on

Title of each class which registered

Common Stock $.01 Par value OTC Bulletin Board

Series 1 Class A 8% Cumulative

Convertible Preferred Stock None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

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 [ ] (2) 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 if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IV of this Form 10-K or any amendment to this Form 10-K. [X]

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]

Aggregate Market Value of Non-Voting Common Stock Held by Non-Affiliates

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second quarter.

The aggregate market value of the Registrant's voting stock held by non-affiliates of the Registrant was approximately $131,277 at December 31, 2010, computed at the closing quotation for the Registrant's common stock of $0.01 as of December 31, 2010.

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years

Not applicable.

Outstanding Shares

At April 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.

Documents Incorporated by Reference

None

PART I

ITEM 1. Business

Form and Year of Organization

The Registrant consists of TGFIN Holdings, Inc. (“TGFIN,” non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a: iDEV3. On February 19, 2010 Tradingear purchased software applications in exchange for 600,000 options to purchase shares of TGFIN Common Stock at $.03 per share at any time between August 19, 2010 and August 19, 2013.

TGFIN Holdings, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 TGFIN Holdings, Inc. was known as Digitran Systems, Incorporated ("DSI").On September 12, 2002 DSI acquired TradinGear.com, Incorporated in a reverse merger whereby the shareholders of TradinGear.com, Incorporated acquired control of DSI and (effective September 13, 2002) changed its name to TGFIN Holdings, Inc.; at which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of TGFIN Holdings, Inc. TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003.

BUSINESS OF TRADINGEAR.COM, INCORPORATED:

Principal products or services and their markets

The Company currently develops software Applications (“APPS”) for the Apple iphone and other devices. These software applications, known as “SportsCast Baseball,” SportsCast Basketball, and SportsCast Soccer,” were purchased from Gaer Consulting Group, a related party. Gaer Consulting Group was wholly-owned by Sam Gaer, TGFIN’s largest single shareholder. These applications were new software applications with no previous operating history.

Marketing and Distribution methods

The Applications are sold online at the Apple Store, which charges a 30% fee for marketing and distribution.

Competitive business conditions

There are currently approximately 135,000 active Apps available at the Apple Store. Developers range from small, single App developers, to large professional clearing house incubators. Competition for ideas is intense and many competitors advertise to attract ideas and even offer to co-develop Apps with the idea originator. The Company offered developers Shares of TGFIN common stock in exchange for their Apps. This is an avenue the Company still continues to offer and evaluate.

Patents, Copyrights and Trademarks

The Company owns the copyrights and trade names for all the Apps it has purchased.

Research and Product Development

The company spent no resources on research and project development in 2010 and 2009. However, Gaer Consulting group, a related party, spent $12,000 in developing the Apps that were purchased by the Company. The Company capitalized this cost when it purchased the Apps.

Employees

As of December 31, 2010 and 2009, the Company had no employees. Two former part-time employees donate their time to the company. The estimated cost of work provided is imputed and recorded as a non-cash expense of the company. The Company is not a party to any collective bargaining agreements.

REPORTS TO SECURITY HOLDERS

The Company files with the SEC an annual report on Form 10-K, quarterly reports on Form 10-Q, and information reports on Form 8-K and other reports as required by law. The investing public may read and copy any materials the company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, such as ourselves, that file electronically with the SEC at (http://www.sec.gov.)

ITEM 1A. Risk Factors.

As a smaller reporting company, the Company is not required to provide risk factors.

ITEM 2 Properties.

The company has no real properties and has no lease obligations.

ITEM 3 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 December 31, 2010 there were no claims asserted or threatened against the Company.

ITEM 4 Removed and Reserved.

PART II

ITEM 5 Market for Registrant’s Common Equity, Related stockholder Matters and Issuer Purchases of Equity Securities.

The Company's common shares trade on the Electronic Bulletin Board of the National Association of Securities Dealers, Inc. under the symbol "TGFN.OB" or “TGFN.PK”. The following table shows, for the calendar periods indicated, the range of reported high and low bid quotations for those shares. Such prices reflect inter dealer prices, without retail markup, mark down or commission and may not necessarily represent actual transactions.

2010 2009

High Close Low Close High Close Low Close

1st Quarter $ .08 $ .01 $ .04 $ .02

2nd Quarter .02 .01 .04 .01

3rd Quarter .02 .01 .09 .01

4th Quarter .02 .01 .03 .01

Shareholders

As of December 31, 2010, the Company had 807 record holders of its Common Stock, and 14 record holders of its Series 1, Class A 8% Cumulative Convertible Preferred Stock (the Preferred Stock) as reflected on the books of the Company's transfer agent.

Dividends

The Company had not paid any dividends on its Common Stock and the Board of Directors of the Company presently intends not to declare dividends, but to pursue a policy of retaining earnings, if any, for use in the Company's operations and to finance expansion of its business. The declaration and payment of dividends in the future on the Common Stock will be determined by the Board of Directors in light of conditions then existing, including the Company's earnings, financial condition, capital requirements and other factors. In addition, as noted below, the Company is in arrears in the payment of dividends on its Preferred Stock.

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 December 31, 2010 of approximately $493,920 or $9.80 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. There are not sufficient preferred shares (left unconverted) to trade publicly and the financial condition of the company has made the probability of dividend payment to preferred shareholders unlikely.

Securities authorized for issuance under equity compensation plans.

None

Description of Securities

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 as of December 31, 2010. Holders of common stock are entitled to one vote per share. As of December 31, 2010 the company had recorded Stock compensation payable in the amount of $13,000 for stock compensation not yet paid to an officer and board member for services rendered during and prior to the year ended December 31, 2010.

Preferred Stock

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value of $0.01 per share. As of December 31, 2010 there were 50,400 shares outstanding.

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.

ITEM 6. Selected Financial Data.

Not required for smaller reporting issuers.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto. See "ITEM 8 FINANCIAL STATEMENTS".

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-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 years ended December 31, 2010 and December 31, 2009 was derived from the consolidated financial statements included elsewhere herein.

RESULTS OF OPERATIONS

2010 VERSUS 2009

Operating costs for the year ended December 31, 2010 of $131,574 decreased $181,396 or 58.0%, over those of the year ended December 31, 2009 of $312,970 due primarily to: (1) reduced payroll expenses of $106,132 or 60.2%(the payroll expenses for 2010 consisted of $55,000 of non-cash, imputed cost of labor donated, and $13,000 of stock compensation costs for shares not yet issued); (2) reduced Selling, General and Administrative costs of $68,492, or 64.8%, mostly due to reduced travel, meals and entertainment expenses of $45,119 or 97.8% and reduced employee-related expenses of $21,927, or 99.4%; and (3) reduced Legal and Professional expenses of $9,438 or 31.5%; due to decisions made by management to preserve cash, and due to the lack of cash. Operations were funded in 2010 by Sam Gaer, the company’s single largest shareholder in the form of Demand Notes payable.

Liquidity and Capital Resources:

At its current level of operations, the Company will need to begin profitable operations and or raise additional capital during the next fiscal year.

The Company purchased software for the carryover-basis cost of $12,000 with 600,000 options to purchase its common stock within a three year period. There were no capital expenditures in 2009. Additional Capital expenditures could be made in conjunction with additional business combinations or investments.

CURRENT PLAN OF OPERATIONS

The company plans to merge with or acquire an existing company 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.

Management encourages its shareholders to communicate directly with the Company for its typical investor relations, including address changes and for general corporate information by calling or writing to the Company at its administrative offices or by posting a message to tradingear@comcast.net. Management also encourages shareholders to keep their address current with the Company.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This annual 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 7A. Quantitative and Qualitative disclosure about Market Risk.

Not required for smaller reporting companies.

ITEM 8. Financial statements and Supplementary Data

The Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K.

TGFIN HOLDINGS, INC.

{A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

TGFIN Holdings, Inc.

(A Development Stage Company)

North Logan, Utah

We have audited the accompanying consolidated balance sheets of TGFIN Holdings, Inc. (a development stage company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and from inception of the development stage on April 1, 2003 through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TGFIN Holdings, Inc. (a development stage company) as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, and from inception of the development stage on April 1, 2003 through December 31, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 6 to the financial statements, the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. Management's plans as to these matters are also described in Note 6. The 2010 and 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

April 15, 2011

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, December 31,

2010 2009

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

ASSETS

Current Assets:

Cash and cash equivalents $ 3,692 23,505

Prepaid expenses 463 1,272

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

Total Current Assets 4,155 24,777

Software, net of $3,449 of

Accumulated amortization 8,551 -

Deposits - 500

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

Total Assets $ 12,706 $ 25,277

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

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable $ 9,153 $ 2,696

Accrued expenses 1,204 438

Stock compensation payable 13,000 -

Convertible notes payable 31,500 -

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

Total Current Liabilities 54,857 3,134

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

Stockholders' Equity:

Preferred stock ($0.01 par value)

1,000,000 shares authorized,

50,400 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 3,847,782 3,780,783

Retained deficit prior to

development stage (1,077,063) (1,077,064)

Retained deficit during

development stage (3,046,584) (2,915,290)

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

Total Stockholders' Equity (42,151) 22,143

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

Total Liabilities and

Stockholders' Equity $ 12,706 $ 25,277

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

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

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

From

Inception

Of the

Development

For the Stage on

Years Ended April 1, 2003

December 31, to

2010 2009 December 31, 2010

REVENUES $ 264 $ - $ 264

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

EXPENSES

Operating expenses 128,125 312,970 3,180,463

Amortization 3,449 - 3,449

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

TOTAL OPERATING

EXPENSE 131,574 312,970 3,183,912

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

OPERATING LOSS (131,310) ( 312,970) (3,183,648)

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

OTHER INCOME:

INTEREST INCOME 16 1,063 137,064

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

TOTAL OTHER INCOME 16 1,063 137,064

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

NET LOSS $(131,294) $(311,907) $ (3,046,584)

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

BASIC AND

DILUTED INCOME

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

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

Weighted Average

Number of shares

Outstanding 23,321,045 23,221,460

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

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

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Preferred Stock Common Stock

Par Value $.01 Par Value $.01

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

Preferred Common

Number Stock Number Stock

of shares Amount of shares Amount

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

Balances April 1, 2003 50,500 $ 506 22,431,168 $ 224,312

Net loss from operations

for nine months ended

December 31, 2003 - - - -

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

Balances December 31, 2003 50,500 506 22,431,168 224,312

Common stock issued for

accrued liabilities - - 273,010 2,730

Common stock issued

for compensation - - 200,000 2,000

Net loss from operations

for year ended December

31, 2004 - - - -

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

Balances December 31, 2004 50,500 506 22,904,178 229,042

Common stock issued for

compensation 200,000 2,000

Retirement of shares in

settlement of countersuit (883,333) (8,834)

Net loss from operations

for year ended December

31, 2005 - - - -

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

Balances December 31, 2005 50,500 506 22,220,845 222,208

Common stock issued for

compensation - - 175,000 1,750

Common Stock issued to

prior shareholders - - 150,000 1,500

Net loss from operations

for year ended December

31, 2006 - - - -

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

Balances December 31, 2006 50,500 $ 506 22,545,845 $ 225,458

[Continued]

The accompanying notes are an integral part of these consolidated financial

statements.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Continued)

Additional Retained Total

Paid-in Earnings Stockholders'

Capital (Deficit) Equity

Balances April 1, 2003 $3,637,824 $(1,077,064) $ 2,785,578

Net loss from operations

for nine months ended

December 31, 2003 - (375,708) (375,708)

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

Balances December 31, 2003 3,637,824 (1,452,772) 2,409,870

Common stock issued for

accrued liabilities 48,500 - 51,230

Common stock issued

for compensation 17,500 - 19,500

Net loss from operations

for year ended December

31, 2004 - (457,544) (457,544)

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

Balances December 31, 2004 3,703,824 (1,910,316) 2,023,056

Common stock issued for

compensation 15,500 - 17,500

Retirement of shares in

settlement of countersuit 8,834 - -

Net loss from operations

for year ended December - (508,742) (508,742)

31, 2005

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

Balances December 31, 2005 3,728,158 (2,419,058) 1,531,814

Common stock issued for

compensation 13,000 - 14,750

Issuance of shares to

prior shareholders 15,000 - 16,500

Net loss from operations

for year ended December

31, 2006 - (406,322) (406,322)

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

Balances December 31, 2006 $ 3,756,158 $(2,825,380) $1,156,742

[Continued]

The accompanying notes are an integral part of these consolidated financial

statements.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Continued)

Preferred Stock Common Stock

Par Value $.01 Par Value $.01

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

Preferred Common

Number Stock Number Stock

of shares Amount of shares Amount

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

Common stock issued for

compensation - $ - 175,000 $ 1,750

Net loss from operations

for year ended December

31, 2007 - - - -

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

Balances December 31, 2007 50,500 506 22,720,845 227,208

Common stock issued for

compensation - - 300,000 3,000

Net loss from operations

for year ended December

31, 2008 - - - -

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

Balances December 31, 2008 50,500 506 23,020,845 230,208

Common stock issued for

compensation - - 300,000 3,000

Conversion of Preferred

Stock (100) (2) 200 2

Net loss from operations

for year ended December

31, 2009 - - - -

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

Balances December 31, 2009 50,400 $ 504 23,321,045 $ 233,210

Imputed cost of donated

Labor - - - -

Cost of Software purchase - - - -

Net loss from operations

for year ended December

31, 2010 - - - -

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

Balances December 31, 2010 50,400 $ 504 23,321,045 $ 233,210

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

[continued]

The accompanying notes are an integral part of these consolidated financial

statements.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Continued)

Additional Retained Total

Paid-in Earnings Stockholders'

Capital (Deficit) Equity

Common stock issued for

compensation $ 9,750 $ - $ 11,500

Net loss from operations

for year ended December

31, 2007 - (399,088) (399,088)

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

Balances December 31, 2007 3,765,908 (3,224,468) 769,154

Common stock issued for

compensation 9,875 - 12,875

Net loss from operations

for year ended December

31, 2008 - (455,979) (455,979)

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

Balances December 31, 2008 3,775,783 (3,680,447) 326,050

Common stock issued for

compensation 5,000 - 8,000

Conversion of Preferred

Stock - - -

Net loss from operations

for year ended December

31, 2009 - (311,907) (311,907)

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

Balances December 31, 2009 $ 3,780,783 $(3,992,354) $ 22,143

Imputed cost of donated

Labor 55,000 - 55,000

Cost of software purchase 12,000 - 12,000

Net loss from operations

for year ended December

31, 2010 - (131,294) (131,294)

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

Balances December 31, 2010 $ 3,847,782 $(4,123,648) $ (42,151)

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

The accompanying notes are an integral part of these consolidated financial

statements.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS From

Inception

Of the

Development

For the Stage on

Years Ended April 1, 2003

December 31, To

2010 2009 December 31, 2010

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

Cash Flows from

Operating activities:

Net Loss $ (131,294) $ (311,907) $ (3,046,584)

Adjustments to reconcile

Net loss to net cash

used in operating

activities:

Amortization of deferred

compensation - - 13,751

Amortization of software 3,449 - 3,449

Compensation costs of

common stock awarded

to employees and consultants 13,000 8,000 148,355

Cost of Imputed labor 55,000 - 55,000

Cost of common stock issued

to shareholders - - 16,500

Changes in assets and

liabilities

Decrease (increase) in:

Accounts receivable - - 31,250

Prepaid expenses 809 12,863 14,289

Deposits 500 - -

Increase (decrease)in:

Accounts payable and

accrued expenses 7,223 (2,246) (217,136)

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

Net cash used in Operating

Activities (51,313) (293,290) (2,981,126)

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

Net cash provided by

investing activities: - - -

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

Net cash from financing

Activities:

Convertible notes payable 31,500 - 31,500

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

Net Decrease

in Cash and Cash

Equivalents ( 19,813) (293,290) (2,949,626)

Cash and Cash Equivalents,

beginning of year 23,505 316,795 2,953,318

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

Cash and Cash Equivalents,

end of year $ 3,692 $ 23,505 $ 3,692

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

The accompanying notes are an integral part of these consolidated financial

statements.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

From

Inception

Of the

Development

For the Stage on

Years Ended April 1, 2003

December 31, To

2010 2009 December 31, 2010

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 $ 2

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

Common stock options

Issued for software

Purchase $ 5,114 $ - $ 5,114

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

Software acquired with

Common stock options $ 12,000 $ - $ 12,000

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

The accompanying notes are an integral part of these consolidated financial

statements.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

The Company consists of TGFIN Holdings, Inc. (“TGFIN,” non-operating parent

corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a: iDEV3. On February 19, 2010 Tradingear purchased software applications in exchange for 600,000 options to purchase shares of TGFIN Common Stock at $.03 per share at any time between August 19, 2010 and August 19, 2013.

Principles of Consolidation

The accompanying financial statements consolidate the accounts of the parent company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. The financial statements reflect the consolidation of Digitran's Balance Sheet as of September 12, 2002, the date of the merger.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, trade receivables, accounts payable and other accrued liabilities, approximate fair value because of their short maturities.

Use of Management's Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue from iphone application downloads when funds commissions are earned.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments

The Company accounts for its investments in debt and equity securities in accordance with ASC 320-10,which requires that investments in debt securities and marketable equity securities be designated as trading, held-to-maturity or available-for-sale.

Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale, along with any investments in equity securities. Securities available for sale are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of Stockholders' Equity.

Property and Equipment

Property and equipment are recorded at cost and depreciated for financial accounting purposes on the straight-line method over their respective estimated useful lives ranging from three to thirty-nine years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in the results of operations.

Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Depreciation of leased equipment under capital leases is included in depreciation.

Impairment of Long-Lived Assets

The Company adopted ASC 360-10, which requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Discontinued operations includes all components of an entity with operations that:

(1) can be distinguished from the rest of the entity, and

(2) will be eliminated from the ongoing operations of the entity in a disposal

transaction.

All long-lived assets are evaluated for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Any impairment in value is recognized as an expense in the period when the impairment occurs.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

The Company accounts for the issuance of stock, stock options, stock warrants and other share based payment arrangements in accordance with the provisions of ASC 718-10. We measure compensation costs related to our share-based payment transactions at fair value on the grant date and recognize those costs in the financial statements over the vesting period during which the employee provides service in exchange for the grant.

On January 1, April 1, and effective December 31, 2010, the Company awarded, but has not issued, 1,200,000 total shares of common stock for compensation to a Director and an Officer for compensation. The shares were valued at the market price at the date of issuance, ranging between $.01 and $.02 per share, resulting in current year compensation expense and recognized stock compensation payable of $13,000.

On January 1, April 1, and October 1, 2009, the Company issued 300,000 total shares of common stock for compensation to Directors and Officers in accordance with the terms of their respective compensation or employment agreements. The shares were valued at the market price at the date of issuance, ranging between $.01 and $.04 per share, resulting in current year compensation expense of $8,000.

Earnings (Loss) Per Share

The Company computes earnings or loss per share in accordance with ASC 260-10. Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding.

Common equivalent shares also include the incremental common shares issuable upon the conversion of the Preferred Stock (using the if-converted method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive.

Reclassifications

Certain reclassifications have been made to the prior year balances to conform

to the current year presentation.

Income Taxes

The Company’s operations have not changed significantly compared to prior years. The Company’s tax position taken in prior years for deferred income taxes has been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Management reviews these items regularly in light of changes in tax laws and court rulings at both federal and state levels.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The company also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

The Company files income tax returns in the U.S. federal jurisdiction, and the state of Utah. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006.

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

Sales Tax

In accordance with FASB ASC 605-45, formerly EITF Issue 06-3, How Taxes Collected From Customers and Remitted to Government Authorities Should be Presented in the Income Statement, the Company will account for sales taxes on its goods and services on a gross basis in the statement of operations and retained earnings.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

2. CASH AND CASH EQUIVALENTS

The Company holds the majority of its cash in interest-bearing instruments with short term (less than one year) maturities at several financial institutions. Management intends to continue this practice until a suitable investment or business combination is identified. The Company considers all highly liquid investments with maturities of three months or less when purchased to be a cash equivalent.

3. 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 year ended December 31, 2010 the Company recorded Amortization expense of $3,499.

4. PROVISION FOR INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31, 2010 and 2009:

2010 2009

Deferred tax assets:

NOL Carryover $ 1,514,057 $1,468,437

Amortization 45 -

Related party

Interest 470 -

Deferred tax liabilities: - -

Valuation allowance (1,514,572) (1,468,437)

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

Net deferred tax asset $ - $ -

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

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

PROVISION FOR INCOME TAXES (continued)

The income tax provision differs from the amount of income tax determined by

applying the U.S. federal income tax rates of 39% to pretax income from

continuing operations for the years ended December 31, 2010 and 2009 due to

the following:

2010 2009

Book Income $ (51,205) $ (121,644)

Meals and Entertainment - 5,322

Stock for Services 5,070 3,120

Valuation Allowance 46,135 113,202

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

$ - $ -

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

At December 31, 2010, the Company had net operating loss carry-forwards of approximately $3,882,000 that may be offset against future taxable income from the year 2010 through 2030. No tax benefit has been reported in the December 31, 2010 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.

5. 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 December 31, 2010 and 2009 and changes during the years then ended, is presented below:

2010 2009

Weighted Weighted

Average Average

Exercise Exercise

Shares Price Shares Price

Outstanding, beginning of

year - $ 0.00 - $ 0.00

Granted 600,000 - - -

Expired/Cancelled - 0.00 - 0.00

Exercised - - - -

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

Outstanding end of year 600,000 $ 0.00 0 $ 0.00

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

Exercisable 600,000 $ 0.00 0 $ 0.00

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

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

6. 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 since then and has incurred losses each year. For the year ended December 31, 2010 the company lost $131,294 and had a Retained Deficit of $4,123,648. The company’s cash reserves of $3,692 as of December 31, 2010 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2011. 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.

7. 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 December 31, 2010 there were no other claims asserted or threatened against the Company.

8. CONVERTIBLE NOTES PAYABLE

December 31,

2010 2009

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 for the year ended December 31, 2010 was $1,204.

9. CAPITAL STOCK

Common Stock

The authorized common stock of the Company consists of 50,000,000 shares, with a par value of $.01 per share. Holders of common stock are entitled to one vote per share.

Preferred Stock

The authorized preferred stock of the Company consists of 1,000,000 shares, with a par value of $0.01 per share. Holders of Preferred stock are entitled to one-tenth of a vote for each share held.

December 31, 2010

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

9. CAPITAL STOCK (continued)

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value of $0.01 per share. As of December 31, 2009, 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 December 31, 2010 of approximately $493,920 or $9.80 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. 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. On August 31, 2009 a Preferred shareholder converted 100 shares of Preferred Stock into 200 shares of Common Stock. The potential liability for dividends in arrears is contingent upon the Company's declaration of a dividend. The Company has represented that it does not intend to declare a dividend.

On January 1, April 1, and effective December 31, 2010, the Company awarded 1,200,000 total shares of common stock for compensation to a Director and an Officer for compensation. The shares were valued at the market price at the date of issuance, ranging between $.01 and $.02 per share, resulting in current year compensation expense of $13,000.

During 2010, Officers and employees of the Company contributed services valued at $55,000.

On January 1, April 1 and October 1, 2009, the Company issued 300,000 total shares of common stock for compensation to Directors and Officers in accordance with the terms of their respective compensation or employment agreements. The shares were valued at the market price at the date of issuance, ranging between $.01 and $.03 per share, resulting in current year compensation expense of $8,000.

10. SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are none to report.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

ITEM 9A. Controls and procedures

Management’s annual report on internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002 requires management to include in this Annual Report on Form 10-K a report on the effectiveness of our internal control over financial reporting. The Company’s external auditors were not engaged to examine management's assertion about the effectiveness of internal control over financial reporting as of December 31, 2010 and, accordingly, they did not express an opinion thereon.

Management of TGFIN Holdings, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of TGFIN Holdings, Inc.;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of TGFIN Holdings, Inc. are being made only in accordance with authorizations of management and directors of TGFIN Holdings, Inc.; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of TGFIN Holdings, Inc.’ s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

Based on our assessment and those criteria, our management believes that TGFIN Holdings, Inc. maintained effective internal control over financial reporting as of December 31, 2010.

Evaluation of disclosure controls and procedures. Our chief executive officer and chief financial officer are responsible for establishing and maintaining “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) for TGFIN Holdings, Inc. Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, have concluded that our disclosure controls and procedures are effective to ensure that information required

to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in enabling the Company to record, process, summarize and report information required to be included in the Company’s periodic SEC filings within the required time period.

Changes in Internal Control. There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of TGFIN Holdings, Inc., together with its consolidated subsidiary (the Company), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of the end of the Company’s 2010 fiscal year, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on our assessment and those criteria, our management concluded that TGFIN Holdings, Inc. maintained effective internal control over financial reporting as of December 31, 2010.

ITEM 9B. Other Information.

None

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Directors and executive officers

The names, ages and positions of the directors and executive officers of

the Company are as follows:

NAME AGE POSITION

S. Emerson Lybbert 53 Chairman, President

Marni Gaer 44 Director, Secretary

Aaron Etra 70 Director

The Company's By-laws provide that the Directors of the Company shall serve until the next annual meeting of shareholders and until their successors are duly appointed and qualified. All officers serve at the pleasure of the Board of Directors. During the fiscal year ended December 31, 2009 there was one meeting of the Board of Directors, at which all Board members were in attendance.

S. Emerson Lybbert - Chairman of the Board, President

Scott Emerson Lybbert, 53 years old, was appointed CEO and Chairman of TGFIN and TradinGear by the Board of Directors on April 29, 2003. From October 1, 2002 to April

2003, he had been a consultant under contract to perform and advise the Company with respect to normal CFO duties. Mr. Lybbert held the same position for the parent company, when it was Digitran Systems, Incorporated ("Digitran") in Logan, Utah from March 1998 to March 1999, during which time he also served as a Director and Corporate Secretary. From March 1999 to March 2001, he served as Chief Financial Officer and Chief Information Officer of Reynolds Corporation, a Division of Selkirk Industries, in Lynnwood Washington. From April 2001 until April 2003, he was a self-employed Independent Consultant. Nevertheless, from April 2000 until the merger with TradinGear.com, Incorporated on September 12, 2002, he had been a consultant to Digitran on a limited, volunteer basis, which included an appointment as Corporate Secretary in April 2001.

Mr. Lybbert graduated from the University of Utah with a Bachelors and Masters Degree in Professional Accountancy in 1983 and 1984, respectively. He then joined the Tampa, Florida office of Price Waterhouse until leaving in 1991 as an Audit Manager. Since then, and up until his appointment as CEO of the Company, Mr. Lybbert had been, both a CFO and CIO for nine years; Consultant for three years; and Investor for all twelve. He has a wide range of experience in manufacturing, agriculture, food processing, retail, wholesale distribution, public utilities, software, and investment fund management. Mr. Lybbert has been a shareholder since 1991.

Marni Gaer - Director, Secretary and In House Counsel

Marni Gaer became a Director, Corporate Secretary, and In House Counsel of TradinGear in October 1999. She was then elected to these positions for TGFIN on September 12, 2002. Since 1992, Ms. Gaer also has been and currently serves as Vice-President and General Counsel for International Printing Corporation, a family business located in Queens, New York, where her responsibilities include union and labor negotiations and general corporate law. Ms. Gaer earned her JD from Brooklyn Law School in 1991 and graduated from the University of Pennsylvania with a Bachelor of Arts in Economics in 1988.

Aaron Etra - Director

Aaron Etra was appointed Director of TGFIN and TradinGear on April 29, 2003. Aaron Etra has been the President of Investors & Developers Associates, Inc., a developer of commercial, residential and industrial property in the U.S., since 1981 as well as Chairman of Molecular Technology Group, a biotechnology and consumer products and research and development group of companies since 1998. He is also a Director of ABSS Corp. Mr. Etra has been an Attorney and a counselor at law since 1966 specializing in commercial, corporate, tax and personal law. His professional education includes a J.D. in Law at Columbia University in 1965, L.L.M. in Law at New York University in 1966, a B.A. in Political Science and Economics at Yale University in 1962 and he attended the Hague Academy of International Law during the summers of 1964-65.

Involvement in certain legal proceedings by Officers and Directors

None

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended.

The Company does not believe that any reporting person failed to file in a timely fashion any report required by section 16(a) of the Securities Act of 1934, as amended, for the fiscal year ended December 31, 2010.

Audit committee and Financial Expert

The Company does not have a formal Audit committee. All members of the Board of Directors serve the functions of the audit committee, with S. Emerson Lybbert, Chairman, CEO and CFO serving as its Chairman. S. Emerson Lybbert is a "Financial expert" within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, and currently is the Board's only "financial expert," although all Board members are financially literate. The Board members, functioning also as audit committee members, have:

1) reviewed and discussed the audited financial statements with management,

2) discussed with the independent auditors the matters required to be discussed by

SAS 61,

3) received the written disclosures and the letter from the independent

accountants required by Independence Standards Board Standard No. 1, and

discussed with the independent accountant the independent accountant's

independence, and

4) recommended that the audited financial statements be included in the company's

annual report 10-K.

The Board members performing the function of the audit committee are, S. Emerson Lybbert, Marni Gaer, and Aaron Etra.

Code of Ethics

The Board of Directors has not yet adopted a Code of Ethics for its CEO and CFO because it believes the design of, and compliance with, its controls and procedures are sufficiently complete to mitigate such risks at its current level of operations given the company is currently a Development Stage Company with no operations. The Board of Directors maintains all approval authority over significant transactions; use or commitment of company resources; and the incurrence of debt or equity, etc.

ITEM 11. Executive Compensation

The following table sets forth certain specified information concerning the compensation of the Chief Executive Officer of the Company and all other officers (the Named Executive Officers):

Annual Compensation

____________________________

(a) (b) (c) (d) (e)

Long-term compensation

Name and ____(f)________(h)______

Principal Restricted Other

Position Year Salary Bonus Other Stock Awards

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

S. Emerson

Lybbert 2010 $ -0- -0- $ -0- $ 7,000 -0-

Chairman 2009 70,000 -0- -0- 3,000 -0-

CEO 2008 100,000 -0- -0- 5,000 -0-

Marni Gaer 2010 $ -0- -0- -0- $ -0- -0-

Director, 2009 41,667 -0- -0- 2,000 -0-

Counsel 2008 100,000 -0- -0- 4,000 -0-

Aaron Etra 2010 $ -0- -0- -0- $ 6,000 -0-

Director 2009 -0- -0- -0- 4,000 -0-

2008 -0- -0- -0- 1,750 -0-

Other Items

There were no exercises of stock options (or tandem stock Appreciation rights) and freestanding appreciation rights (or unexercised options or stock appreciation rights) made during the fiscal year ended December 31, 2010 by any Named Executive Officer.

Options and Stock Issuances

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR

VALUES

(a) (b) (c) (d) (e)

Number of Value of

Unexercised Unexercised

Options/SARs Options/SARs

at FY-End (#)at FY-End ($)

Shares Acquired Value Exercisable/ Exercisable/

Name on Exercise (#) Realized($) Unexercisable Unexercisable

S. Emerson Lybbert

(Chairman)

2010 -0- -0- 0/0 $0/0

2009 -0- -0- 0/0 $0/0

Marni Gaer

(Director)

2010 -0- -0- 0/0 $0/0

2009 -0- -0- 0/0 $0/0

Aaron Etra

(Director)

2010 -0- -0- 0/0 $0/0

2009 -0- -0- 0/0 $0/0

Director Compensation

At the discretion of the Board of Directors, an option exercisable for a period of five years to acquire 10,000 shares of Common Stock at a price based on the market value on the first trading day in January could be granted to each currently serving Director. No options were granted to Directors or Officers during the fiscal years ended December 31, 2010 or 2009.

The Company's Bylaws as well as Delaware corporate statutes provide for indemnification of and advances of expenses (including legal fees) under certain circumstances for officers and directors who are a party to or threaten to be made a party to any proceeding by reason of the fact that they are a director, officer or employee of the Company, against expenses and amounts paid in settlement of such actions.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of December 31, 2010 the number of shares of Common Stock, Series 1 Class A 8% Cumulative Convertible Preferred Stock (the "Preferred Stock") owned by each person known to be the beneficial owner of more than five percent of the outstanding shares of the Company's Common Stock and Preferred Stock, by each director and each officer of the Company and by all officers and directors as a group. Unless otherwise indicated, all persons have sole voting and investment power over such shares, subject to community property laws.

Voting

Name and Number Power and

Address of of shares Percent of

Beneficial of outstanding outstanding

Owner\Identity Common Common

of Group (1) Stock Stock

Samuel Gaer 6,675,000 28.6%

1517 North 260 East

North Logan, UT 84341

Marni Gaer (2) * 2,400,000 10.3%

1517 North 260 East

North Logan, UT 84341

Kim Hemphill (3) 1,950,351 8.4%

16006 East Jacobs Road

Spokane, WA 99217

Bruce Frank 1,710,584 7.3%

238 Christopher Street

Montclair, NJ 07043

Global Net Financial 1,338,889 5.7%

7284 West Palmetto Pk. Rd.

Suite 120

Boca Raton, FL 33433

Norman Fuchs 975,689 4.2%

5 Flagpole Lane

East Setauket, NY 11733

S. Emerson Lybbert * 844,479 3.6%

1517 North 260 East

North Logan, UT 84341

Aaron Etra * 373,907 1.6%

1350 Ave of Americas

29th Floor

New York, NY 10019

All executive officers

and directors as a

group (3 persons)** 3,618,386 15.5%

(1) Unless otherwise indicated, each person named in the table exercises sole voting and investment power with respect to all shares beneficially owned. As at the date hereof, TGFIN Holdings, Inc. had outstanding 23,321,045 shares of its common stock.

(2) Marni Gaer is the wife of Samuel Gaer. Includes 100,000 shares held in trust for the children of Marni and Samuel Gaer, of which Marni Gaer is the Trustee.

(3) Amount includes shares held in Trusts, for which Kim Hemphill is the Trustee.

None of the Beneficial Owners or Groups listed above holds any other class of shares other than common stock.

*Indicates current officer or director of the Company.

** Does not include 1,200,000 shares awarded, but not issued. If issued, the officer and director group would own 20%.

ITEM 13. Certain relationships and Related Transactions, and Director Independence

None

ITEM 14. Principal Accountant Fees and Services

AUDIT AND NON-AUDIT FEES

Aggregate fees for professional services rendered for the Company by HJ & Associates, LLC for the years ended December 31, 2010 and 2009 are set forth below.

YEAR 2010 YEAR 2009

AUDIT FEES $ 16,200 $ 16,500

AUDIT-RELATED FEES $ - $ -

TAX FEES $ 580 $ 640

ALL OTHER FEES $ - $ -

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

TOTAL $ 16,780 $ 17,140

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

Audit Fees for the fiscal years ended December 31, 2010 and 2009 were for the audits of the consolidated financial statements of the Company, quarterly review of the financial statements included in Quarterly Reports on form 10-Q, consents, and other assistance required to complete the year end audit of the consolidated financial statements. Amounts included are for the respective year's audit work.

Audit-Related Fees as of the years ended December 31, 2010 and 2009 would have been for assurance and related services reasonably related to the performance of the audit or reviews of financial statements and not reported under the caption Audit Fees.

Tax Fees as of the years ended December 31, 2010 and 2009 were for professional services related to tax compliance, tax authority audit support and tax planning. Amounts are included in the year billed.

As the company does not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01 (c) (7) (i) (C) under Regulation S-X.

ITEM 15 Exhibits and Financial Statements schedules

(a)(1)(2) Financial Statements. See our audited financial statements for the year ended December 31, 2010, contained in Part II, Item 8, above, which are incorporated by reference.

(a)(3) Exhibits: The following are filed as part of this Annual Report

Exhibit 31.1 Certification of Scott Emerson Lybbert as Chief Executive Officer,

pursuant to section 302 of the Sarbanes-Oxley act of 2002.

Exhibit 31.2 Certification of Scott Emerson Lybbert as Chief Financial Officer,

pursuant to section 301 of the Sarbanes-Oxley act of 2002.

Exhibit

32 Certification of Scott Emerson Lybbert, pursuant to section 906 of the

Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TGFIN HOLDINGS, Inc.

Date:

April 15, 2011

By:

/s/ S. Emerson Lybbert

S. Emerson Lybbert, President

Principal Executive Officer,

Principal Financial Officer

Pursuant to the requirements of The Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

TGFIN HOLDINGS, Inc.

Date:

April 15, 2011

By:

/s/ S. Emerson Lybbert

S. Emerson Lybbert, President

Principal Executive Officer,

Principal Financial Officer

Date:

April 15, 2011

By:

/s/ Marni Gaer

Marni Gaer, Director

Date:

April 15, 2011

By:

/s/ Aaron Etra

Aaron Etra, Director

Attached files

Stock widget

Investing forum

Redify Group, Inc. Reports