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, ~~2011~~2012

[ ] 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: 000-19470

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 84334

(Address of Principal Executive Offices)

(435) 563-8080

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

~~Name~~Title of each ~~exchange on~~Class

~~Title~~Name of each ~~class~~exchange on which registered

which registered

Common Stock $.01 Par value

OTC Bulletin Board

Series 1 Class A 8% Cumulative

Convertible Preferred Stock

None

Securities registered pursuant to Section 12(g) of the Act: ~~None~~

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 [ ]

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 [ ]

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 filed [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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 $~~130~~260,~~276~~553 at June 30, ~~2011~~2012, computed at the closing quotation for the Registrant's common stock of $0.0120 as of June 30, ~~2011~~2012.

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

Not applicable.

Outstanding Shares

As of March 3126, ~~2012~~2013 the Registrant had 232,~~321~~332,~~045~~105 shares of common stock and 50,400 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.

All references to Common stock have been retroactively restated throughout this document to reflect a ten (10) to one (1) reverse split, which was authorized by the Board of Directors on December 31, 2012.

Documents Incorporated by Reference

See Part IV, Item 15.

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, 2011 Tradingear purchased software applications in exchange for ~~600~~60,000 options to purchase shares of TGFIN Common Stock at $.0330 per share at any time between August 19, 2011 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.

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 then 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. Currently the APPS are being offered for free in order to build an advertising audience.

Competitive business conditions

There are currently over approximately ~~500~~700,000 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~~purchased nocertain ~~resources~~assets onto ~~research~~be used in the building and ~~project~~customization ~~development~~of insocial ~~2011~~networking ~~and~~sites ~~2010~~intended to target certain groups with common interests. ~~However~~On December 31, ~~Gaer~~2012 ~~Consulting~~(See ~~group,~~NOTE 9 - ASSET PURCHASE) the company entered into a ~~related~~definitive ~~party,~~agreement ~~spent~~to ~~$12~~purchase Assets from Ice Lounge Media,~~000~~ inInc., ~~developing~~a ~~the~~private, ~~Apps~~unrelated ~~that~~company, ~~were~~which ~~purchased~~it byexpensed ~~the~~as ~~Company~~Research and Development. The ~~Company~~company ~~capitalized~~agreed ~~this~~to ~~cost~~exchange ~~when~~2,557,708 itshares ~~purchased~~valued at the ~~Apps~~per share market price of $.10, for an amount of $255,771, on December 31, 2012.

The company spent no resources on research and project development in 2011.

Employees

As of December 31, ~~2011~~2012 and ~~2010~~2011, 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, ~~2011~~2012 there were no claims asserted or threatened against the Company.

ITEM 4 Mine Safety Disclosures.

Not Applicable.

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.

	2011		2010
	2012		2011
	High Close	Low Close	High Close	Low Close
1st Quarter	$.0110	$.0110	$.0810	$.0110
2nd Quarter	$3.0250	$.0110	$.0220	$.0110
3rd Quarter	$.0130	$.0100	$.0210	$.0110
4th Quarter	$.0420	$.0100	$.0240	$.0110

Shareholders

As of December 31, ~~2011~~2012, 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).

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, 2011 of approximately $522,144 or $10.36 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.

dividends in arrears at December 31, 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. 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 $0.01 per share, of which 232,~~321~~332,~~045~~105 were outstanding as of December 31, ~~2011~~2012. ~~Holders~~On ~~of common stock are entitled to one vote per share. As of~~ December 31, ~~2011~~2012 the company’s ~~had~~Board ~~recorded~~of ~~Stock~~Directors ~~compensation~~authorized ~~payable~~management into ~~the~~pursue ~~amount~~a often ~~$16,000~~(10) ~~for~~to ~~stock~~one ~~compensation~~(1) ~~not~~reverse-split ~~yet~~of ~~paid~~the tocompany’s ancommon ~~officer~~stock. ~~and~~Holders ~~two~~of ~~board~~common ~~members~~stock ~~for~~are ~~services~~entitled ~~rendered during and prior~~ to ~~the~~one ~~year~~vote ~~ended~~per ~~December 31, 2011~~share.

As of December 31, 2012 the company had recorded Stock compensation payable in the amount of $36,000 for stock compensation not yet paid to an officer and two board members for services rendered between January 1, 2010 and December 31, 2012. In addition, the company has recorded Common Stock payable in the amount of $255,771, which represents 2,557,708 shares of the company’s Common stock valued at the market price of $.10 on December 31, 2012 to be issued to the assignees of Ice Lounge Media, Inc., a private, unrelated company. See NOTE 9 - ASSET PURCHASE.

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, ~~2011~~2012 there were 50,400 shares outstanding. There are insufficient Preferred Shares remaining to trade publicly.

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, ~~2011~~2012. 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, ~~2011~~2012 and December 31, ~~2010~~2011 was derived from the consolidated financial statements included elsewhere herein.

RESULTS OF OPERATIONS

~~2011~~2012 VERSUS ~~2010~~2011

Operating costs for the year ended December 31, ~~2011~~2012 of $69359,~~527~~240 ~~decreased~~increased $62289,~~047~~713 or 47416.27%, over those of the year ended December 31, ~~2010~~2011 of $~~131~~69,~~574~~527 due primarily to: (1) ~~reduced~~the ~~payroll~~first ~~expenses~~time purchase of assets expensed as research and development costs of $28255,~~584~~771, or ~~40.8~~100% increase; (~~the~~2) an increase in payroll ~~expenses~~and ~~for~~related ~~2011~~costs ~~consisted~~of $23,511, or 56.7%, which included a first time cost of bonus stock compensation of $3815,000, ofor ~~non-cash~~100%, ~~imputed~~as well as an increase in the cost of imputed labor donated, ~~and~~of $37,000, ofor ~~stock~~18.4%,--both ~~compensation~~increases ~~costs~~due ~~for~~to ~~shares~~the ~~not~~additional ~~yet~~effort ~~issued~~expended to complete the asset purchase referred to in (1), above; and (23) ~~reduced~~increased ~~Selling~~selling, ~~General~~general and ~~Administrative~~administrative costs of $315,~~229~~439, or 8385.19%, ~~mostly~~due to increased travel costs of $3,000, or 100%, and increased office supplies expense of $1,200, or 100%, due to ~~reduced~~increased ~~Insurance~~costs of due diligence for the year, and an increase in interest expense of $241,~~532~~579, or 9849.29%, due to increased borrowings.

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.

~~In 2010, 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 2011 or 2012.

CURRENT PLAN OF OPERATIONS

~~The~~On ~~company plans to merge with or acquire an existing company during the year ending~~ December 31, ~~2011.~~2012 ~~Should~~ the ~~acquired~~company orentered ~~merged~~into ~~operating~~an ~~entity~~agreement ~~not~~to ~~have~~purchase ~~sufficient~~certain ~~resources~~assets ofand ~~its~~technologies ~~own~~from toIceLounge ~~fund~~Media, ~~the~~Inc., ~~combined~~an ~~entity’s~~unrelated ~~operations~~party, ~~the~~in ~~Company~~exchange ~~will~~for ~~issue~~49% ~~stock~~of toTGFIN's ~~raise~~common ~~sufficient operating capital~~stock.

TGFIN is following a plan to position itself to pursue its technology development goals and increase shareholder value. To build upon this Asset acquisition and pursuant to its objectives, the company plans to use the latest developments in software design and deployment to customize development of the purchased assets. The Company intends to pursue a strategy of using market research and proprietary algorithms to target revenue generating opportunities. The strategy includes rapidly developing multiple new "vertical" social networks. The Company hopes to accomplish this by serving specific and focused audiences through building consumer technology products and social communities with the following characteristics:

expansive scale and reach

revenue introduction ability

deployed rapidly in the "cloud"

easy-to-use interface

monitor multiple conversations at once

connect quickly and easily to other like-minded people and relevant content

both “real-time” and “anytime” interactions

The Company intends to use the leverage and scale inherent in today's cutting edge cloud technologies to rapidly and economically achieve and sustain profitable and widely accepted 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.

610

HJ & ASSOCIATES, L.L.C.

CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

50 West Broadway, Suite 600

Salt Lake City, Utah 84101

(801) 328-4408

Fax (801) 328-4461

www.hjcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

TGFIN Holdings, Inc.

(A Development Stage Company)

Smithfield, Utah

We have audited the accompanying consolidated balance sheets of TGFIN Holdings, Inc. (Aa ~~Development~~development ~~Stage~~stage ~~Company~~company) as of December 31, ~~2011~~2012 and ~~2010~~2011, and the related consolidated statements of operations, stockholders' ~~equity~~ deficit, and cash flows for the years then ended and from inception of the development stage on April 1, 2003 through December 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 consolidated 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~~audits 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 consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 consolidated financial position of TGFIN Holdings, Inc. ~~(A Development Stage Company)~~ as of December 31, ~~2011~~2012 and ~~2010~~2011, and the results of their operations and their cash flows for the years then ended and from inception of the development stage on April 1, 2003 through December 31, 2012, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 5 to the consolidated 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 5. ~~The~~These ~~2011~~consolidated ~~and 2010~~ 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~~March 1026, ~~2012~~2013

711

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

		December 31, 2011		December 31, 2010
		December 31, 2012		December 31, 2011
Statement of Financial Position
ASSETS
Current Assets:
Cash and cash equivalents	$	~~952~~370	$	~~3,692~~952
Prepaid expenses		-		463
Total Current Assets		370		952
Total Current Assets		952		4,155
Software, net of $12,000 and $7,449 of accumulated amortization, respectively		-		4,551
Software, net of $7,449 and $3,449 of accumulated amortization, respectively		4,551		8,551
Total Assets	$	370	$	5,503
Total Assets	$	5,503	$	12,706
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	13,~~911~~558	$	913,~~153~~911
Accrued expenses		48,~~175~~863		14,~~204~~175
Stock compensation payable		1636,000		1316,000
Convertible notes payable		45,000		31,500
Convertible notes payable-related party		74,000		45,000
Total Current Liabilities		79,086		54,857
Common stock payable		255,771		-
Total Current Liabilities		388,192		79,086
Stockholders’ Deficit:
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
Common stock ($0.01 par value) 50,000,000 shares authorized, 2,332,105 and 2,332,105 issued and outstanding		23,321		23,321
Additional paid-in-capital		34,~~885~~140,~~782~~671		34,~~847~~095,~~782~~671
Retained deficit prior to development stage		(1,077,063)		(1,077,063)
Retained deficit during development stage		(3,~~116~~475,~~016~~255)		(3,~~046~~116,~~584~~016)
Total Stockholders’ Deficit		(73387,~~583~~822)		(4273,~~151~~583)
Total Liabilities and Stockholders’ Deficit	$	~~5,503~~370	$	125,~~706~~503

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

812

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

		January 1, 2011 to December 31, 2011		January 1, 2010 to December 31, 2010		From inception of development stage on April 1, 2003 to December 31, 2011
		January 1, 2012 to December 31, 2012		January 1, 2011 to December 31, 2011		From inception of development stage on April 1, 2003 to December 31, 2012
Income Statement
Revenues	$	92-	$	~~264~~92	$	356
Cost of Good Sold		-		-		-
Gross Profit		92-		~~264~~92		356
Expenses
Payroll and related		41,489		70,073		1,914,519
Research and development		255,771		-		255,771
Selling, General and Administrative		6,331		37,560		885,526
Payroll and related		65,000		41,489		1,979,519
Legal and Professional		17,707		20,492		445,945
Selling, General and Administrative		11,770		6,331		897,296
Amortization		4,000		3,449		7,449
Legal and Professional		22,148		17,707		468,093
Total operating expense		69,527		131,574		3,253,439
Amortization		4,551		4,000		12,000
Operating Loss		(69,435)		(131,310)		(3,253,083)
Total operating expense		359,240		69,527		3,612,679
Operating Loss		(359,240)		(69,435)		(3,612,323)
Other Income
Interest Income		31		163		137,~~067~~068
Total other income		31		163		137,~~067~~068
Net Loss	$	(69359,~~432~~239)	$	(~~131~~69,~~294~~432)	$	(3,~~116~~475,~~016~~255)
Basic and Diluted Income (loss) per share	$	(0.0015)	$	(0.0103)
Weighted Average Number of shares outstanding		232,~~321~~332,~~045~~105		232,~~321~~332,~~045~~105

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

913

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

	Preferred Stock		Common Stock		Additional Paid-in	Retained Earnings	Total Stockholders’
	Shares	Amount	Shares	Amount	Capital	(Deficit)	Equity
Balances April 1, 2003	50,500	$ 506	222,~~431~~242,~~168~~938	$ ~~224~~22,~~312~~430	$3,~~637~~839,~~823~~705	$(1,077,063)	$2,785,578
Net loss from operations December 31, 2003	-	-	-	-	-	(375,708)	(375,708)
Balance December 31, 2003	50,500	506	222,~~431~~242,~~168~~938	~~224~~22,~~312~~430	3,~~637~~839,~~823~~705	(1,452,771)	2,409,870
Common stock issued for accrued liabilities	-	-	~~273~~27,~~010~~301	2,730	48,500	-	51,230
Common stock issued for compensation	-	-	~~200~~20,000	2,000	17,500	-	19,500
Net loss from operations for the year ended December 31, 2004	-	-	-	-	-	(457,544)	(457,544)
Balance December 31, 2004	50,500	506	222,~~904~~290,~~178~~239	~~229~~22,~~042~~903	3,~~703~~909,~~823~~962	(1,910,315)	2,023,056
Common stock issued for compensation	-	-	~~200~~20,000	~~2,000~~200	1517,~~500~~300	-	17,500
Retirement of shares in settlement of countersuit	-	-	(~~883~~88,~~333~~834)	(~~8,834~~884)	~~8,834~~884	-	-
Net loss from operations for the year ended December 31, 2005	-	-	-	-	-	(508,742)	(508,742)
Balance December 31, 2005	50,500	506	222,~~220~~221,~~845~~905	~~222~~22,~~208~~219	3,~~728~~928,~~157~~146	(2,419,057)	1,531,814
Common stock issued for compensation	-	-	~~175~~17,~~000~~500	~~1,750~~175	1314,~~000~~575	-	14,750
Common stock issued to prior stockholders	-	-	~~150~~15,000	~~1,500~~150	1516,~~000~~350	-	16,500
Net loss from operations for the year ended December 31, 2006	-	-	-	-	-	(406,322)	(406,322)
Balances December 31, 2006	50,500	506	222,~~545~~254,~~845~~405	~~225~~22,~~458~~544	3,~~756~~959,~~157~~071	(2,825,379)	(1,156,742)
Common stock issued for compensation	-	-	~~175~~17,~~000~~500	~~1,750~~175	911,~~750~~325	-	11,500
Net loss from operations for the year ended December 31, 2007	-	-	-	-	-	(399,088)	(399,088)
Balances December 31, 2007	50,500	506	222,~~720~~271,~~845~~905	~~227~~22,~~208~~719	3,~~765~~970,~~907~~396	(3,224,467)	769,154
Common stock issued for compensation	-	-	~~300~~30,000	~~3,000~~300	912,~~875~~575	0	12,875
Net loss from operations for the year ended December 31, 2008	-	-	-	-	-	(455,979)	(455,979)
Balance December 31, 2008	50,500	506	232,~~020~~301,~~845~~905	~~230~~23,~~208~~019	3,~~775~~982,~~782~~971	(3,680,446)	326,050
Common stock issued for compensation	-	-	~~300~~30,000	~~3,000~~300	57,~~000~~700	-	8,000
Conversion of Preferred Stock	(100)	(2)	200	2	-	-	-
Net loss from operations for the year ended December 31, 2009	-	-	-	-	-	(311,907)	(311,907)
Balance December 31, 2009	50,400	504	232,~~321~~332,~~045~~105	~~233~~23,~~210~~321	3,~~780~~990,~~782~~671	(3,992,353)	22,143
Imputed cost of donated labor	-	-	-	-	55,000	-	55,000
Cost of Software purchase	-	-	-	-	12,000	-	12,000
Net loss from operations for the year ended December 31, 2010	-	-	-	-	-	(131,294)	(131,294)
Balances December 31, 2010	50,400	504	232,~~321~~332,~~045~~105	~~233~~23,~~210~~321	34,~~847~~057,~~782~~671	(4,123,647)	(42,151)
Imputed cost of donated labor	-	-	-	-	38,000	-	38,000
Net loss from operations for the year ended December 31, 2011	-	-	-	-	-	(69,432)	(69,432)
Balances December 31, 2011	50,400	$504	232,~~321~~332,~~045~~105	$~~233~~23,~~210~~321	$34,~~885~~095,~~782~~671	$(4,193,079)	$(73,583)
Imputed cost of donated labor	-	-	-	-	45,000	-	45,000
Net loss from operations for the year ended December 31, 2012	-	-	-	-	-	(359,239)	(359,239)
Balances December 31, 2012	50,400	$504	2,332,105	$23,321	$4,140,671	$(4,552,318)	$(387,822)

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

1114

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

		January 1, 2011 to December 31, 2011		January 1, 2010 to December 31, 2010		From inception of development stage on April 1, 2003 to December 31, 2011
		January 1, 2012 to December 31, 2012		January 1, 2011 to December 31, 2011		From inception of development stage on April 1, 2003 to December 31, 2012
Statement of Cash Flows
Cash Flows from Operating Activities:
Net Loss	$	(69359,~~432~~239)	$	(~~131~~69,~~294~~432)	$	(3,~~116~~475,~~016~~255)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred compensation		-		-		13,751
Amortization of software		4,~~000~~551		34,~~449~~000		712,~~449~~000
Compensation costs of common stock awarded to employees and consultants		320,000		133,000		~~151~~171,355
Cost of donated services		3845,000		5538,000		93138,000
Cost of common stock issued to shareholders		-		-		16,500
Cost of purchased research and development		255,771				255,771
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		-		-		31,250
Decrease (increase) in prepaid expenses		~~463~~-		~~809~~463		14,752
Decrease (increase) in deposits		-		500		-
(Decrease) increase in accounts payable and accrued expenses		4,335		7,729		(205,072)
(Decrease) increase in accounts payable and accrued expenses		7,729		7,223		(209,407)
Net cash used in operating activities		(29,582)		(16,240)		(3,026,948)
Net cash used in operating activities		(16,240)		(51,313)		(2,997,366)
Net cash provided by investing activities		-		-		-
Cash Flows from Financing activities:
Proceeds from convertible notes payable		1329,~~500~~000		3113,500		4574,000
Net cash provided by financing activities		1329,~~500~~000		3113,500		4574,000
Net Decrease in cash and cash equivalents		(~~2,740~~582)		(192,~~813~~740)		(2,952,~~366~~948)
Cash and Cash Equivalents, beginning of period		~~3,692~~952		233,~~505~~692		2,953,318
Cash and Cash Equivalents, end of period	$	~~952~~370	$	~~3,692~~952	$	~~952~~370
Cash paid during the period for:
Income taxes	$	-	$	-	$	12,609
Interest	$	-	$	-	$	-
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Common stock issued for accrued liabilities	$	-	$	-	$	51,230
Common stock issued to prior shareholders	$	-	$	-	$	16,500
Conversion of preferred stock	$	-	$	-	$	2
Common Stock options issued for software purchase	$	-	$	~~5,114~~-	$	5,114
Software acquired with common stock options	$	-	$	~~12,000~~-	$	12,000

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

1215

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 and ~~2010~~2011

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~~60,000 options to purchase shares of TGFIN Common Stock at $.0330 per share at any time between August 19, 2011 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~~16

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

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 and ~~2010~~2011

(Continued)

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

Revenue Recognition

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

Research and Development

Research and development costs are expensed as incurred.

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.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 and 2011

(Continued)

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

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.

14Stock-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, 2012, the Company awarded, but has not issued, 30,000 total shares of common stock for annual compensation to the Board of Directors 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 $.10 and $.20 per share, resulting in a current year compensation expense and recognized stock compensation payable of $5,000. In addition, in conjunction with the Asset Purchase, See NOTE 9-ASSET PURCHASE, each board member was awarded a total of 50,000 pre-split shares effective December 19 and December 31, 2012. All shares were valued at the current market price of $.10 per share, resulting in a current year bonus compensation expense and additional stock compensation payable of $15,000.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 and ~~2010~~2011

(Continued)

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

~~Stock-Based~~On ~~Compensation~~January 1, April 1, and October 1, 2011, the Company awarded, but has not issued 30,000 total shares of common stock for annual compensation to the Board of Directors 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 of $.10, resulting in compensation expense of $3,000.

On January 1, April 1, and October 1, 2011, the Company awarded, but has not 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 of $.01, resulting in current year compensation expense of $3,000.

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.

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.

1519

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 and ~~2010~~2011

(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 2007.

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.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 and 2011

(Continued)

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

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.

Cash and Cash Equivalents

The Company holds the majority of its excess cash in interest-bearing instruments with short term (less than one year) maturities at several financial institutions. The Company considers all highly liquid investments with maturities of three months or less when purchased to be a cash equivalent.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2011 and 2010

(Continued)

2. 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 isamortized ~~amortizing~~ them over a 334 ~~year~~month period. During the years ended December 31, ~~2011and~~2012 ~~2010~~and 2011 the Company recorded Amortization expense of $4,~~000~~551 and $34,~~449~~000, respectively.

3. 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, 2011 and 2010:~~21

	2011	2010
Deferred tax assets:
NOL Carryover	$1,534,600	$1,514,057
Amortization	-	45
Related Party Accruals	1,600	470
Deferred tax liabilities	-	-
Valuation Allowance	(1,536,200)	(1,514,572)
Net deferred tax asset	$ -	$ -

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 and ~~2010~~2011

(Continued)

3. PROVISION FOR INCOME TAXES (continued)

~~The~~Net ~~income~~deferred tax ~~provision~~assets ~~differs~~consist ~~from the amount~~ of ~~income tax determined by applying~~ the ~~U.S.~~following ~~federal~~components ~~income~~as ~~tax rates~~ of ~~39% to pretax income from continuing operations for the years ended~~ December 31, ~~2011~~2012 and ~~2010 due to the following~~2011:

	2011	2010
	2012	2011
Book Income	$ (27,100)	$ (51,205)
Deferred tax assets:
Related Part Interest	1,200	-
NOL Carryover	$1,515,600	$1,534,600
Stock for Services/Contributed services	(16,000)	5,070
Amortization	300	-
Valuation Allowance	41,900	46,135
Related Party Accruals	3,500	1,600
Provision for Income Taxes	$ -	$ -
Deferred tax liabilities	-	-
Valuation Allowance	(1,519,400)	(1,536,200)
Net deferred tax asset	$ -	$ -

AtThe ~~December~~income ~~31,~~tax ~~2011,~~provision ~~the~~differs ~~Company~~from ~~had~~the ~~net~~amount ~~operating loss carry-forwards~~ of ~~approximately~~income ~~$3,935,000 that~~tax ~~may~~determined beby ~~offset~~applying ~~against~~the ~~future~~U.S. ~~taxable~~federal income ~~from~~tax ~~the~~rates ~~year~~of ~~2011~~39% ~~through~~to ~~2030. No~~pretax ~~tax~~income ~~benefit~~from ~~has~~continuing ~~been~~operations ~~reported~~for in the years ended December 31, ~~2011~~2012 ~~financial~~and ~~statements~~2011 ~~since~~due ~~the~~to ~~potential tax benefit is offset by a valuation allowance of~~ the ~~same amount.~~following:



	2012	2011
Book Income	$ (140,100)	$ (27,100)
Amortization	200	-
Related Party Interest	1,800	1,200
Stock for Services/Contributed services	125,100	(16,000)
Valuation Allowance	13,000	41,900
Provision for Income Taxes	$ -	$ -

At December 31, 2012, the Company had net operating loss carry-forwards of approximately $3,886,000 that may be offset against future taxable income from the year 2012 through 2031. No tax benefit has been reported in the December 31, 2012 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.

~~4. STOCK OPTIONS AND WARRANTS~~22

A summary of the status of the Company's outstanding stock options and warrants (all of which were exercisable) as of December 31, 2011 and 2010 and changes during the years then ended, is presented below:

		2011			2010
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Outstanding, beginning of year	600,000	$	.03	0	$	0
Granted	0		0	600,000		.03
Expired/Cancelled	0		0	0		0
Exercised	0		0	0		0
Outstanding end of year	600,000	$	.03	600,000	$	.03
Exercisable	600,000	$	.03	600,000	$	.03

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 and ~~2010~~2011

(Continued)

4. 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, 2012 and 2011 and changes during the years then ended, is presented below:



		2012			2011
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Outstanding, beginning of year	60,000	$	.30	0	$	0
Granted	0		0	60,000		.30
Expired/Cancelled	0		0	0		0
Exercised	0		0	0		0
Outstanding end of year	60,000	$	.30	60,000	$	.30
Exercisable	60,000	$	.30	60,000	$	.30

5. 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, ~~2011~~2012 the company lost $69359,~~432~~239 and had a Retained Deficit of $4,~~193~~552,~~079~~318. The company’s cash reserves of $~~952~~370 as of December 31, ~~2011~~2012 are not adequate to fund all of the anticipated expenses for the year ending December 31, ~~2011~~2013. 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~~Company ~~plans~~is tofollowing ~~merge~~a ~~with~~plan orto ~~acquire~~position anitself ~~existing~~to ~~company~~pursue ~~during~~its ~~the~~technology ~~year~~development ~~ending~~goals ~~December~~and ~~31,~~increase ~~2011~~shareholder value. ~~Should~~To ~~the~~build ~~acquired~~upon orthis ~~merged~~Asset ~~operating~~acquisition ~~entity~~and ~~not~~pursuant ~~have~~to ~~sufficient~~its ~~resources~~objectives, ofthe ~~its~~company ~~own~~plans to ~~fund~~use the ~~combined~~latest ~~entity’s~~developments ~~operations,~~in software design and deployment to customize development of the purchased assets. The Company ~~will~~intends ~~issue~~to ~~stock~~pursue a strategy of using market research and proprietary algorithms to ~~raise~~target ~~sufficient~~revenue ~~operating~~generating ~~capital~~opportunities. The strategy includes rapidly developing multiple new "vertical" social networks. The Company hopes to accomplish this by serving specific and focused audiences through building consumer technology products and social communities with the following characteristics:

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 and 2011

(Continued)

5. GOING CONCERN QUALIFICATION (Continued)

expansive scale and reach

revenue introduction ability

deployed rapidly in the "cloud"

easy-to-use interface

monitor multiple conversations at once

connect quickly and easily to other like-minded people and relevant content

both “real-time” and “anytime” interactions

The Company intends to use the leverage and scale inherent in today's cutting edge cloud technologies to rapidly and economically achieve and sustain profitable and widely accepted operations.

The Company will issue stock to raise sufficient operating capital.

6. COMMITMENTS AND CONTINGENCIES

7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY

		December 31, 2011		December 31, 2011
		December 31, 2012		December 31, 2011
Convertible 8% Demand Notes Payable	$	4574,000	$	3145,~~500~~000
Total Notes payable	$	4574,000	$	3145,~~500~~000

The Convertible 8% Notes Payable were originated on ~~April 1,~~ May 3,20 ~~June 22,~~ and ~~August~~September 1814, ~~2010~~2011 and on ~~May~~March 20, November 7, and ~~September~~December 1417, ~~2011~~2012 for $57,000, $106,~~000~~500, $514,000, $1112,~~500, $7,~~000 and $63,~~500,~~000 respectively, to reflect working capital funding provided by Sam Gaer, the company’s then single largest shareholder. The Notes originated in 2010 are convertible into common stock of TGFIN at $.0330 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of TGFIN at $.~~015~~15 per share at any time at the holder’s option. The Notes originated in 2012 are convertible into common stock of TGFIN at $.10 per share at any time at the holder’s option. Effective December 19, 2012 all rights to the Notes were assigned to Marni Gaer, the spouse of Sam Gaer. Accrued interest related to these notes as of December 31, ~~2011~~2012 and ~~2010~~2011 was $48,~~175~~863 and $14,~~204~~175, respectively.

TGFIN HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 and 2011

(Continued)

8. CAPITAL STOCK

Common Stock

The authorized common stock of the Company consists of 50,000,000 shares, with a par value of $0.01 per share. Holders of common stock are entitled to one vote per share. On December 31, 2012 the Board of Directors authorized management to pursue a ten (10) to one (1) reverse split of the company’s Common Stock.

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.

The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par value of $0.01 per share. As of December 31, ~~2009~~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. No dividends have been paid since March 15, 1993, resulting in dividends in arrears at December 31, 2011 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. 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.

On January 1, 2012 and April 1, 2012 the Company awarded, but has not issued, 30,000 total shares of common stock for annual compensation to the Board of Directors 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 $.10 and $.20 per share, resulting in a current year compensation expense and recognized stock compensation payable of $5,000. In addition, in conjunction with the Asset Purchase, See NOTE 9-ASSET PURCHASE, each board member was awarded 50,000 shares (for a total of 150,000 shares) effective December 19 and December 31, 2012. All shares were valued at the current market price of $.10 per share, resulting in a current year bonus compensation expense and additional stock compensation payable of $15,000.

annually on September 15 and March 15. No dividends have been paid since March 15, 1993, resulting in dividends in arrears at December 31, 2011 of approximately $522,144 or $10.36 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 Common25

OnTGFIN ~~January 1~~HOLDINGS, April 1, and October 1, 2011, the Company awarded, but has not 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 agreementsINC. ~~The~~ ~~shares~~AND were valued at the market price at the date of issuance, of $.01, resulting in current year compensation expense of $3,000. Also, during 2011, Officers and employees of the Company contributed services valued at $38,000.SUBSIDIARY

On(A ~~January~~Development 1,Stage ~~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. Also, during 2010, Officers and employees of the Company contributed services valued at $55,000.)

9.NOTES ~~SUBSEQUENT~~TO ~~EVENTS~~CONSOLIDATED FINANCIAL STATEMENTS

OnDECEMBER ~~March 20~~31, ~~2011~~2012 ~~the company received additional cash in the form of Convertible Notes payable for $14,000 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.~~2011

(Continued)

8. CAPITAL STOCK (Continued)

On January 1, April 1, and October 1, 2011, the Company awarded, but has not issued 30,000 total shares of common stock for annual compensation to the Board of Directors 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 of $.10, resulting in compensation expense of $3,000.

9. ASSET ACQUISITION

On December 31, 2012 the company entered into an agreement to purchase certain assets and technologies (“Assets”) from IceLounge Media, Inc., (“IMI”) an unrelated party, in exchange for 49% of the company’s common stock. The company will acquire IMI's social network platform source code, documentation, algorithms, as well as certain intangible intellectual property. IMI’s shareholders will receive restricted common stock shares of TGFIN. There is no change in control from this transaction. The Assets purchased have no operating history and need further development and customization to generate revenues, which the company plans to do under its own direction. The company expensed the purchase of the assets at the market value of $.10 per share of the 2,557,708 shares to be issued for an amount of $255,771.

IMI is a privately held technology and social media company with proprietary technology platforms that allow for rapid development, enterprise scalability, and deployment of social networking sites and communities. The platform includes proprietary social networking-centric tools such as blogs, forums, e-mail, homepage builders, polls, e-commerce, sharing functionality, photo sharing, and video creation and sharing.

10. SUBSEQUENT EVENTS

On January 3, 2013 the company received additional cash in the form of Convertible Notes payable for $3,000 from a related party. The Convertible Notes are payable on demand, bear interest at 8% per annum and are convertible into common stock at $.10 per share at any time the holder desires.

Between March 12 and 22, 2013 the company sold 170,000 shares of its common stock for $34,000, or $.20 per share.

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

2026

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None; not applicable.

ITEM 9A~~(T)~~: 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, ~~2011~~2012 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.;

~~pertain~~· provide reasonable assurance that transactions are recorded as necessary to ~~the~~permit ~~maintenance~~preparation of ~~records~~financial ~~that,~~statements in ~~reasonable~~accordance ~~detail~~with U.S. generally accepted accounting principles, ~~accurately~~and that receipts and ~~fairly~~expenditures ~~reflect~~of ~~the~~TGFIN ~~transactions~~Holdings, ~~and~~Inc. ~~dispositions~~are being made only in accordance with authorizations of ~~the~~management ~~assets~~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.

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, ~~2011~~2012. 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, 2011.~~27

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, 2012.

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.

21Changes in Internal Control. There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control. There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2011 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 ~~2011~~2012 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, ~~2011~~2012.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

None; not applicable.

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

Our executive officers and directors and their respective ages, positions and biographical information are set forth below.



Name	Positions Held	Date of Election or Designation
S. Emerson Lybbert	Chairman	April 1, 2003
	President
Mami Gaer	Secretary	November 15, 2010
	Director
Aaron Etra	Director	April 1, 2003

Background and Business Experience

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, ~~2011~~2012 there was one meeting of the Board of Directors.

S. Emerson Lybbert - Chairman of the Board, President

Scott Emerson Lybbert, 5455 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.

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, 4546 years of age, 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. She voluntarily resigned her board position, without dispute, on February 19, 2009 and accepted it back again on November 15, 2010. 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, 7172 years of age, 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, ~~2011~~2012

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

SUMMARY COMPENSATION TABLE

Name and Principle Position	Year	Salary ($)	Bonus ($)	Fees Earned or Paid In Cash ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation Earnings ($)	Change in Pension Value and Nonqual-ified Deferred Compen-sation Earnings ($)	All Other Compen- sation ($)	Total Compen-sations ($)
(a)	(b)	(c)	(d)		(e)	(f)	(g)	(h)	(i)	(j)
S. Emerson Lybbert	12/31/1112	0	0	0	16,000	0	0	0	0	16,000
Chairman	12/31/1011	0	0	0	71,000	0	0	0	0	71,000
CEO	12/31/0910	~~70,000~~0	0	0	37,000	0	0	0	0	737,000
Marni Gaer	12/31/1112	0	0	0	17,000	0	0	0	0	17,000
Director	12/31/1011	0	0	0	01,000	0	0	0	0	01,000
Counsel	12/31/0910	~~41,667~~0	0	0	~~2,000~~0	0	0	0	0	~~43,667~~0
Aaron Etra	12/31/1112	0	0	0	17,000	0	0	0	0	17,000
Director	12/31/1011	0	0	0	61,000	0	0	0	0	61,000
	12/31/09	0	0	0	4,000	0	0	0	0	4,000
	12/31/10	0	0	0	6,000	0	0	0	0	6,000

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, ~~2011~~2012 by any Named Executive Officer.

Outstanding Equity Awards at Fiscal Year-End



Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Vested Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
S. Emerson Lybbert	None	None	None	None	None	None	None	None	None
Marni Gaer	None	None	None	None	None	None	None	None	None
Aaron Etra	None	None	None	None	None	None	None	None	None

Compensation of Directors

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, ~~2011~~2012 or ~~2010~~2011.

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

Security Ownership of Certain Beneficial Owners

The following table sets forth as of December 31, ~~2011~~2012 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.



Ownership of Principal Shareholders
Principal Shareholders (1)	Address	Number of Shares of Common Stock	Percent of Shares of Common Stock
Marni Gaer (2)	101 North Main Street, Suite B Smithfield, UT 84334	907,500	38.9%
Kim Hemphill (3)	16006 East Jacobs Road Spokane, WA 99217	195,035	8.4%
Bruce Frank	238 Christopher Street Montclair, NJ 07043	171,058	7.3%
Global Net Financial	7284 West Palmetto Pk. Rd. Suite 120 Boca Raton, FL 33433	133,889	5.7%

Ownership of Principal Shareholders
Principal Shareholders (1)	Address	Number of Shares of Common Stock	Percent of Shares of Common Stock
Samuel Gaer (2)	101 North Main Street, Suite B Smithfield, UT 84334	6,675,000	28.6%
Marni Gaer (2)	101 North Main Street, Suite B Smithfield, UT 84334	2,400,000	10.3%
Kim Hemphill (3)	16006 East Jacobs Road Spokane, WA 99217	1,950,351	8.4%
Bruce Frank	238 Christopher Street Montclair, NJ 07043	1,710,584	7.3%
Global Net Financial	7284 West Palmetto Pk. Rd. Suite 120 Boca Raton, FL 33433	1,338,889	5.7%

(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 232,~~321~~332,~~045~~105 shares of its common stock. Percentages are not adjusted to reflect 1180,~~800,~~000 shares awarded to ~~management~~the board of Directors over the past several years, and not yet issued, nor 1the 150,~~500,~~000 ~~conditionally~~bonus shares awarded to ~~management pending~~ the ~~signing~~Board of anDirectors ~~acceptable~~in ~~merger,~~conjunction towith bethe ~~issued~~Asset ~~immediately before such merger~~Purchase, and not yet issued, resulting in 252,~~121~~512,~~045~~105 and 262,~~621~~662,~~045~~105 total shares, respectively.

(2)

Marni Gaer is the wife of Samuel Gaer. Includes ~~100~~10,000 shares held in trust for the children of Marni and Samuel Gaer, of which Marni Gaer is the Trustee. Effective December 19, 2012, Sam Gaer transferred all his shares to Marni Gaer.

(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.

Security Ownership of Management

The following table sets forth the share holdings of our Company’s directors and executive officers as of December 31, ~~2011~~2012 and to the date hereof:

Ownership of Management
Directors and Named Executive Officers	Address	Number of Shares of Common Stock	Percent of Shares of Common Stock
Marni Gaer (1)*	101 North Main Street, Suite B Smithfield, UT 84334	2,400,000	10.3%
S. Emerson Lybbert (2)*	101 North Main Street, Suite B Smithfield, UT 84334	844,479	3.6%
Aaron Etra (3)*	101 North Main Street, Suite B Smithfield, UT 84334	373,907	1.6%



Ownership of Management
Directors and Named Executive Officers	Address	Number of Shares of Common Stock	Percent of Shares of Common Stock
Marni Gaer (1)*	101 North Main Street, Suite B Smithfield, UT 84334	907,500	38.9%
S. Emerson Lybbert (2)*	101 North Main Street, Suite B Smithfield, UT 84334	84,448	3.6%
Aaron Etra (3)*	101 North Main Street, Suite B Smithfield, UT 84334	37,391	1.6%

(1)

Does not include ~~300~~70,000 shares awarded, but not ~~issued, nor 500,000 conditionally awarded, but not issued, pending the signing of an acceptable merger, to be issued immediately before such merger, and not~~ yet issued, resulting in 2977,~~700,000~~500 shares, or 1036.7% of the adjusted total ~~, and 3,200,000 shares, or 12~~.~~0% of the adjusted total, respectively.~~

(2)

Does not include ~~700~~130,000 shares awarded, but not issued, ~~nor~~resulting ~~500,000~~in ~~conditionally awarded~~214,448 ~~but not issued~~shares, ~~pending~~or ~~the~~8.1% ~~signing~~ of anthe ~~acceptable~~adjusted ~~merger, to be issued immediately before such merger, and not~~ total.

yet issued, resulting in 1,544,479 shares, or 6.1% of the adjusted total , and 2,044,479 shares, or 7.7% of the adjusted total, respectively

(3)

Does not include ~~800~~130,000 shares awarded, but not issued, ~~nor 500,000 conditionally awarded, but not issued, pending the signing of an acceptable merger, to be issued immediately before such merger, and not yet issued,~~ resulting ~~in 1~~167,~~173,907~~391 shares, or ~~4.7% of the adjusted total , and 1,673,907 shares, or~~ 6.3% of the adjusted total, respectively

Management and Directors alone ~~owns~~own 31,~~618~~029,~~386~~339 shares, or 1544.51%, which does not include 1330,~~800,~~000 shares awarded, but not issued, ~~nor 1,500,000 conditionally awarded, but not issued, pending the signing of an acceptable merger, to be issued immediately before such merger, and not yet issued,~~ resulting in 51,~~418~~359,~~386~~339 shares, or 2151.51% of the adjusted total, ~~and~~of 62,~~918~~662,~~386 shares, or 26~~105.~~0% of the adjusted total, respectively.~~

Management and Directors ~~alone~~ have beneficial ownership of 101,~~293~~029,~~386~~339 shares, or 44.1%, which does not include 1330,~~800,~~000 shares awarded, but not issued, ~~nor 1,500,000 conditionally awarded, but not issued, pending the signing of an acceptable merger, to be issued immediately before such merger, and not yet issued,~~ resulting in 121,~~093~~359,~~386~~339 shares, or 4851.1% of the adjusted total, ~~and~~of 132,~~593~~662,~~386 shares, or 51~~105.1% ~~of the adjusted total, respectively.~~ In essence, the Board ~~has~~of ~~beneficial~~Directors as a group has control of the ~~Company~~company.

Changes in Control

~~There~~Effective ~~are~~December no19, ~~present~~2012 ~~arrangements~~Sam orGaer, ~~pledges~~the company’s then largest shareholder transferred his entire financial interest in the company to his spouse, Marni Gaer, In-house counsel and Director, in a related party, non-monetary, non-compensatory transaction for the purpose of ~~our~~personal ~~securities~~family ~~which~~financial ~~may~~planning. ~~result~~This transfer resulted in a change inof control of usthe company.

Securities Authorized for Issuance under Equity Compensation Plans

None

Equity Compensation Plan Information



Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	None	None	None
Equity compensation plans not approved by security holders	None	None	None
Total	None	None	None

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

None.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, ~~2011~~2012, and ~~2010~~2011:



Fee Category		2012	2011
Audit Fees	$	16,733	$	11,500
Audit-related Fees		-		-
Tax Fees		310		565
All Other Fees		-		-
Total Fees	$	17,043	$	12,065

Fee Category		2011	2010
Audit Fees	$	11,500	$	16,200
Audit-related Fees		-		-
Tax Fees		565		580
All Other Fees		-		-
Total Fees	$	12,065	$	16,780

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements. See our audited financial statements for the year ended December 31, ~~2011~~2012, 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~~March 1026, ~~2012~~2013	By:	/s/S. Emerson Lybbert
			S. Emerson Lybbert
			President, Principal Executive Officer and Principal Financial Officer

Pursuant to the requirements of the Securities and 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~~March 1026, ~~2012~~2013	By:	/s/S. Emerson Lybbert
			S. Emerson Lybbert
			President, Principal Executive Officer and Principal Financial Officer

Date:	~~April~~March 1026, ~~2012~~2013	By:	/s/Marni Gaer
			Marni Gaer
			Director

Date:	~~April~~March 1026, ~~2012~~2013	By:	/s/Aaron Etra
			Aaron Etra
			Director

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