EXHIBIT
31



CERTIFICATION



I,
Anthony N. DeMint, certify that:



1. I have reviewed this report on Form 10-KSB of
    Too Late Financial Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this report;
3. Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the small business issuer as of, and for, the periods presented in this
    annual report;
4. I am the sole officer and director and I am responsible for establishing and
    maintaining disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
    (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
    business issuer and have:

> Designed such disclosure controls and procedures, or caused such
>         disclosure controls and procedures to be designed under my supervision,
>         to ensure that material information relating to the small business
>         issuer, including its consolidated subsidiaries, is made known to me by
>         others within those entities, particularly during the period in which
>         this report is being prepared;
>         
>     Designed such internal control over financial reporting, or caused such
>         internal control over financial reporting to be designed under my
>         supervision, to provide reasonable assurance regarding the reliability
>         of financial reporting and the preparation of financial statements for
>         external purposes in accordance with generally accepted accounting
>         principles;
>         
>     Evaluated the effectiveness of the small business issuer disclosure
>         controls and procedures and presented in this report my conclusions
>         about the effectiveness of the disclosure controls and procedures, as of
>         the end of the period covered by this report based on such evaluation;
>         and
>         
>     Disclosed in this report any change in the small business issuer's
>         internal control over financial reporting that occurred during the small
>         business issuer's most recent fiscal quarter (the small business
>         issuer's fourth fiscal quarter in the case of an annual report) that has
>         materially affected, or is reasonably likely to materially affect, the
>         small business issuer's internal control over financial reporting; and

1. I have disclosed, based on my most recent evaluation of internal control
    over financial reporting, to the small business issuer's auditors of the
    small business issuer's board of directors (or persons performing the
    equivalent functions):

> All significant deficiencies and material weaknesses in the design or
>         operation of internal control over financial reporting which are
>         reasonably likely to adversely affect the small business issuer's
>         ability to record, process, summarize and report financial information;
>         and
>         
>     Any fraud, whether or not material, that involves management or other
>         employees who have a significant role in the small business issuer's
>         internal control over financial reporting.

Date:
February 6, 2004



/s/
Anthony N.
DeMint

Anthony
N. DeMint

President
and

Chief
Accounting Officer