SecProbe.io

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Mail Stop 4-06

May 6, 2005

S. Emerson Lybbert
President, Principal Executive Officer,
and Principal Financial Officer
TGFIN Holdings, Inc.
1517 North 260 East
North Logan, Utah 84341

RE:		TGFIN Holdings, Inc. (file no. 000-19470)
		Form 10-K: For the Fiscal Year Ended December 31, 2004

Dear Mr. Lybbert,

We have reviewed the above referenced filings and have the
following
comments. Please note that we have limited our review to the
matters
addressed in the comments below.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K: For the Fiscal Year Ended December 31, 2004

General
Consent of Independent Registered Public Accounting Firm

1. Supplementally, explain to us how you determined that your
auditor`s consent was not required as an exhibit to your 2004 Form
10-KSB. Address the status of any registration statements on Form
S-8
and indicate whether these registration statements incorporated
your
annual report by reference.

Item 8A. Controls and Procedures, page 27

2. Supplementally, explain how your disclosures comply with Items
307
and 308 of Regulation S-B. In this regard, we note that you
performed
your evaluation of the effectiveness of your disclosure controls
and
procedures "within 90 days prior to the date of this report." We
further note that your Item 308 disclosures do not appear to
address
any change in internal controls during the last fiscal quarter
that
has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting.

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Brent Watson, Staff Accountant, at (202) 551-3483,
Mark Kronforst, Senior Staff Accountant, at (202) 551-3451 or me
at
(202) 551-3730 if you have any questions regarding these comments.

							Very truly yours,

							Craig Wilson
							Senior Assistant Chief
Accountant
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TGFIN Holdings, Inc.
May 6, 2005
Page 1 of 3

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