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United States
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/AAmendment No. 1

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[X]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|      |  |                                                                                         
|      |  | For the fiscal year ended December 31, 2002 or                                          
|      |  |                                                                                         
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|      |  |                                                                                         
|      |  | For the transition period from ___________ to ___________.                              

Commission File Number: 0-28325

TMSF HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 87-0642252
(I.R.S. Employer
Identification No.)

727 West Seventh Street Suite 850 Los Angeles CA 90017
(Address of principal executive offices)

(213) 234-2400
(Registrants telephone number, including area code)

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

Title of class
Common Stock, $0.001 par value

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.

Yes [x] No [   ]

Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained in this form, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of the
Form 10-KSB or any amendment to this
Form 10-KSB.  [   ]

State the Registrants revenues for its most recent fiscal year.
$13,659,459

On March 27, 2003 the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $4 million, based on the
closing sales price of common stock on the Nasdaq Bulletin Board. There were
14,836,365 shares of Common Stock outstanding as of March 27, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants Definitive Proxy Statement issued in
connection with the 2003 Annual Meeting of Stockholders of the registrant are
incorporated by reference into Part III.



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TABLE OF CONTENTS



|              |                                                                                                         |  |  |  |  |  |  | 
|------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III     
|              | ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS                                                               
|              | ITEM 10. EXECUTIVE COMPENSATION                                                                        
|              | ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|              | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|              | ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K                                                        
|              | ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                        
|SIGNATURES   
|CERTIFICATION
|EXHIBIT 99   



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TMSF HOLDINGS, INC.

2002 FORM 10-KSB/A ANNUAL REPORT
TABLE OF CONTENTS


Explanatory Note: The Registrant is amending the
following items of its Annual Report on Form 10-KSB
for the
fiscal year ended December 31, 2002 on the pages attached
hereto.

|               |  |                                                                 |  |  
|-------------- |  | --------------------------------------------------------------- |  | -
|PART III      
|ITEM 9.        |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT              |  | 3
|ITEM 10.       |  | EXECUTIVE COMPENSATION                                          |  | 4
|ITEM 11.       |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  |  | 4
|ITEM 12.       |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  |  | 4
|ITEM 13.       |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |  | 5
|ITEM 15.       |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                          |  | 5
|SIGNATURES     |  | 6                                                              
|CERTIFICATIONS |  | 7/8                                                            

2



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PART III




ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

The following table provides certain information with respect to the
executive officers and directors of the Company.

|                      |  |     |    |          |  |                                                                        
|--------------------- |  | --- | -- | -------- |  | -----------------------------------------------------------------------
|Name                  |  | Age |    | Position
|                      |  |     |    |         
|Raymond Eshaghian     |  |     | 33 |          |  | Chairman of the Board, Chief Executive Officer, President and Secretary
|Masoud Najand         |  |     | 49 |          |  | Chief Financial Officer                                                
|H. Wayne Snavely(1)   |  |     | 61 |          |  | Director                                                               
|Massoud Yashouafar(1) |  |     | 41 |          |  | Director                                                               



---

|(1) |  | Member of the Audit and Compensation Committees
|--- |  | -----------------------------------------------

Raymond Eshaghianhas served as the Companys Chief Executive Officer,
President and Chairman of the Board since October 2002. From July 1995 to
October 2002, Mr. Eshaghian served as President of The Mortgage Store
Financial, Inc., and from September 1992 to October 2002, he served as a member
of its Board of Directors. Mr. Eshaghian also served as Vice President of The
Mortgage Store Financial, Inc. from May 1994 to July 1995.

Masoud Najandhas served as the Companys Chief Financial Officer since
October 2002. Mr. Najand has served as the Controller of The Mortgage Store
Financial, Inc. since January 2001, and from March 1997 to January
2001, he was
a consultant of The Mortgage Store Financial, Inc.

H. Wayne Snavelyhas served as a member of the Companys Board of
Directors since October 2002. Mr. Snavely served as the Chairman of the Board
and Chief Executive Officer of Imperial Credit Industries, Inc. from December
1991 to August 2001. Mr. Snavely also served as President of Imperial Credit
Industries, Inc. from February 1996 to August 2001. Mr. Snavely served as a
member of the Board of Directors of Imperial Bank from 1975 to 1983 and from
1993 to 1998. Mr. Snavely currently serves on the Board of Visitors of the
Graduate School of Business Management at Pepperdine University.

Massoud Yashouafarhas served as a member of the Companys Board of
Directors since October 2002. Mr. Yashouafar is an owner of Milbank Real
Estate Services, Inc., a commercial real estate investment and management
company in Los Angeles, California, and he has served as its Chief Executive
Officer since 2000. Prior to becoming its Chief Executive Officer,
Mr. Yashouafar served as Executive Vice President of Milbank Real Estate Services
from 1993 to 2000. Additionally, Mr. Yashouafar served as Vice President of
Supreme Property Management Company from 1983 to 1993. Massoud Yashouafar
graduated from California State University at Northridge in 1982 with a degree
in Business Administration.

There are no family relationships between any of the directors or
executive officers of the Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Act of 1934, as amended (the Exchange
Act), requires the Companys directors, executive officers and persons who own
more than 10% of a registered class of the Companys equity securities to file
with the Securities and Exchange Commission (the SEC) initial reports of
ownership and reports of changes in ownership of the common stock of the
Company. Such persons are required by the SECs regulations to furnish the
Company with copies of all Section 16(a) forms they file.

To the Companys knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year which ended December 31, 2002,
all Section 16(a) filing requirements applicable to the Companys executive
officers, directors and greater than ten percent stockholders were satisfied by
such persons, except that Solyman Yashovafar filed one report one day
late with respect to one transaction.

3



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ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and
long-term compensation earned by the Companys Chief Executive Officer and each
of the other executive officers whose annual salary and bonus during 2000, 2001
and 2002 exceeded $100,000 (the Named Executive Officers).

Summary Compensation Table

|                            |                          |                         |      |            |      |           |         |                     |        |                        |         |                  |        |  |   |              |     |       |        |            |   |         |        |        |     | 
|--------------------------- | ------------------------ | ----------------------- | ---- | ---------- | ---- | --------- | ------- | ------------------- | ------ | ---------------------- | ------- | ---------------- | ------ |  | - | ------------ | --- | ----- | ------ | ---------- | - | ------- | ------ | ------ | --- | 
|                            |                          |                         |      |            |      |           |         | Annual Compensation |        | Long-Term Compensation
|                            |                          |                         |      |            |      |           |         |                     |        |                       
|                            |                          |                         |      |            |      |           |         |                     |        |                        |         |                  |        |  |   |              |     |       |        | Awards     |   | Payouts
|                            |                          |                         |      |            |      |           |         |                     |        |                        |         |                  |        |  |   |              |     |       |        |            |   |        
|                            |                          |                         |      |            |      |           |         |                     |        |                        |         |                  |        |  |   |              |     |       |        | Restricted |   |         |        |       
|                            |                          |                         |      |            |      |           |         |                     |        |                        |         |                  |        |  |   | Other
Annual |     | Stock |        | All Other 
|Name and Principal Position |                          | Year                    |      | Salary ($) |      | Bonus ($) |         | Compensation
($)    |        | Award                  |         | Compensation ($)
|                            |                          |                         |      |            |      |           |         |                     |        |                        |         |                 
|Raymond Eshaghian(1)        |                          |                         | 2002 |            |      |           | 250,000 |                     |        |                        | 125,000 |                  |        |  |  |              |     |       |       |            |   |         | 13,060 | (4)   
|                            | Chairman of the Board,   |                         |      | 2001       |      |           |         | 250,000             |        |                        |         | 144,487          |        |  |   | 62,065       | (5) |       |        |           |   |         |        | 11,820 | (4)
|                            | Chief Executive Officer, |                         |      | 2000       |      |           |         | 200,000             |        |                        |         | 6,037            |        |  |   |             |     |       |        |           |   |         |        | 8,884  | (4)
|                            | President and Secretary  |                         |      |            |      |           |         |                     |        |                        |         |                  |        |  |   |              |     |       |        |            |   |         |        |        |    
|Travis T. Jenson(2)         |                          |                         | 2002 |            |      |           |        |                     |        |                        |        |                  |        |  |   |              |     |       |       |            |   |         |       |       
|                            |                          | President               |      |            | 2002 |           |         |                     |       |                        |         |                  |       |  |   |              |     |       |        |            |  |         |        |        |    | 
|                            |                          |                         | 2001 |            |      |           |        |                     |        |                        |        |                  |        |  |   |              |     |       | 35,000 | (6)        |   |         |       |       
|Masoud Najand(3)            |                          |                         | 2002 |            |      |           | 96,000  |                     |        |                        | 30,500  |                  |        |  |   |              |     |       |       |            |   |         |       |       
|                            |                          | Chief Financial Officer |      |            | 2001 |           |         |                     | 89,561 |                        |         |                  | 39,000 |  |   |              |     |       |        |            |  |         |        |        |    | 



---

|(1) |  | Mr. Eshaghian has served as the Chairman of the Board, Chief Executive
Officer, President and Secretary of the Company since October 2002 when
The Mortgage Store Financial, Inc. (The Mortgage Store) became a
wholly-owned subsidiary of the Company and the Company changed its name
from Little Creek, Inc. to TMSF Holdings, Inc. (the Reorganization).
Prior to the completion of the Reorganization, Mr. Eshaghian served as
President of The Mortgage Store. See Certain Relationships and Related
TransactionsThe Mortgage Store. Mr. Eshaghians compensation is
reported in the table with respect to his positions at both the Company and The Mortgage Store for the years
ended December 31, 2002, 2001 and 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Mr. Jenson served as President of the Company prior to the completion of
the Reorganization. Following the completion of the Reorganization, the
Companys Board of Directors elected to change its fiscal year, and
beginning on December 21, 2002, the Companys fiscal year-end changed from
July 31 to December 31. Mr. Jensons compensation is reported in the
table with respect to his position at the Company for the five months
ended December 31, 2002 and the years ended July 31, 2002 and 2001.                                                                                                                                                                                                                        
|   
|(3) |  | Mr. Najand has served as the Chief Financial Officer of the Company since
October 2002 when the Reorganization was completed. Prior to the
completion of the Reorganization, Mr. Najand served as Controller of The
Mortgage Store, which he joined in January 2001. Mr. Najands compensation is reported in the table with
respect to his positions at both the Company and The Mortgage Store for
the years ended December 31, 2002 and 2001.                                                                                                                                                                                                                                                                                      
|   
|(4) |  | Represents life insurance payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(5) |  | Represents car allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(6) |  | Represents 35,000 shares of the Companys common stock that were
cancelled in the Reorganization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Compensation of Directors

The Company does not pay its non-employee directors any annual
compensation for their services or for attendance at Board or committee
meetings. However, the Company paid H. Wayne Snavely consulting fees of
$35,000 in 2002. Officers of the Company who are members of the Board of
Directors are not paid any directors fees.




ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Companys common stock as of April
2, 2003 by (i) each person known to the Company to beneficially own more than
five percent of the Companys common stock, (ii) each director, (iii) the
Companys executive officers, and (iv) all directors and executive officers as
a group.

The percentage ownership is calculated using 15,000,000 shares of the
Companys common stock that were outstanding as of April 2, 2003. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to the securities, or the right to acquire voting or investment power
within 60 days through the exercise of an option, warrant or right, through the
conversion of a security, or through the power to revoke a trust. To our
knowledge, except as set forth in the footnotes to this table and subject to
applicable community property laws, each person named in the table has sole
voting and investment power with respect to the shares of common stock set
forth opposite such persons name. The address of each of such persons listed
below is c/o: TMSF Holdings, Inc., 727 Seventh Street, Suite 850, Los Angeles,
CA 90017.

|                                                  |  |                    |            |                      |  |  |      |  
|------------------------------------------------- |  | ------------------ | ---------- | -------------------- |  |  | ---- | -
|                                                  |  | Number of Shares   |            | Percentage of Shares
|Name of Beneficial Owner                          |  | Beneficially Owned |            | Beneficially Owned  
|                                                  |  |                    |            |                     
|Raymond Eshaghian                                 |  |                    | 9,500,000  |                      |  |  | 63.3 | %
|Massoud Yashouafar                                |  |                    | 2,000,000  |                      |  |  | 13.3 |  
|H. Wayne Snavely                                  |  |                    |           |                      |  |  |     |  
|Masoud Najand                                     |  |                    |           |                      |  |  |     |  
|Solayman Yashouafar                               |  |                    | 1,790,000  |                      |  |  | 11.9 |  
|H. Joseph Nourmand                                |  |                    | 1,070,000  | (1)                  |  |  | 7.1  |  
|All directors and officers
as a group (4 persons) |  |                    | 11,500,000 |                      |  |  | 76.7 |  



---

|(1) |  | Mr. Nourmand directly owns 535,000 shares and beneficially owns an
additional 465,000 shares held by his wife, Doris Nourmand, 35,000 shares
held by one minor daughter and 35,000 shares held by another minor
daughter, all of whom share the same household. Under the rules of the
Securities and Exchange Commission, Ms. Nourmand also beneficially owns
the same 1,070,000 shares of our common stock
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of April 2, 2003, Raymond Eshaghian beneficially owned approximately
63.3% of the voting power of the Companys common stock. By virtue of this
stock ownership, Robert Greenberg may be deemed to be a control person of the
Company within the meaning of the rules and regulations promulgated under the
Securities Act of 1933, as amended (the Securities Act).

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2002, the Company had not adopted any equity
compensation plans (including individual compensation arrangements), whether or
not approved by its stockholders, pursuant to which equity securities of the Company
were authorized for issuance.




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Mortgage Store

The Mortgage Store Financial, Inc. (The Mortgage Store) is a
wholly-owned subsidiary of the Company, which is a holding company. The
Company and The Mortgage Store have interlocking executive positions and share
common ownership. Raymond Eshaghian, the Companys Chairman of the Board,
Chief Executive Officer, President and Secretary, and The Mortgage Stores
President, is an owner of 63.3% of the outstanding shares of the common stock
of the Company.

In addition, as owner of a majority of the outstanding shares of voting
stock of the Company, Mr. Eshaghian has the right to elect the majority of the
members of the Companys Board of Directors and has the ability to
significantly control the outcome of matters for which the consent of the
holders of the majority of the outstanding shares of the common stock of the
Company is required.

Related Party Transactions

Raymond
Eshaghians father is the owner of TNC Investment Corp., which
provides consulting services to the Company. The Company paid $160,000
and $112,000 to TNC Investment Corp. for consulting services that
were provided to the Company in 2002 and 2001, respectively. Raymond
Eshaghian is the owner of Kobyco Corp., which provides marketing
services to the Company. The Company paid $130,000 and $62,000 to
Kobyco Corp. for marketing services that were provided to the Company
in 2002. Massoud Yashovafar, who is a member of the Company's Board
of Directors, is the owner of a business entity that provides
marketing services to the Company. The Company paid $66,250 to the
business entity for marketing services that were provided to the
Company in 2002.

The Company has entered into a consulting agreement with H. Wayne Snavely,
a member of the Companys Board of Directors. See Executive
CompensationCompensation of Directors.

Lease Agreement

In October 2002, the Company began leasing its corporate offices from
Milbank Real Estate Services, Inc., a commercial real estate investment and
management company that is owned in part by Massoud Yashouafar, who is a member
of the Companys Board of Director. The Company paid approximately $50,000 to
Milbank Real Estate Services for the lease of its corporate offices during the
three months ending December 31, 2002. The lease, which expires in 2007,
provides for future lease payments of approximately $1.1 million during the
term of the lease.

Private Placement

On November 29, 2002, an aggregate of 5,000,000 shares of the Companys
common stock, par value $0.001, was sold and issued at a price of $0.60 per
share in a private offering to four accredited investors pursuant to
Regulation D of the Securities Act in exchange for $2,000,000 principal amount of notes
that was previously issued by The Mortgage Store to affiliates of the investors
and a cash payment of $1,000,000.

Massoud Yashouafar, a member of the Companys Board of Directors,
participated in this private offering and, as a result, he beneficially owns
2,000,000 shares of the Companys common stock.

Registration of Shares

The Company has agreed to register 14,500,000 shares of its outstanding
common stock, which includes 9,500,000 shares issued to Raymond Eshaghian, as
well as the 5,000,000 shares issued pursuant to the private placement in
November 2002, of which 2,000,000 are beneficially owned by Massoud Yashouafar.

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ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

|               |  |                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                        
|               |  |                                                                                                                                                                               
|99             |  | Certification by Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the fiscal year ended December 31, 2002, the Company retained
Singer Lewak Greenbaum & Goldstein, LLP as independent auditors and paid the
following fees for services rendered:

|           |        |                    |  |          |       |                |  |   |   |  |  |   |   | 
|---------- | ------ | ------------------ |  | -------- | ----- | -------------- |  | - | - |  |  | - | - | 
|Audit Fees |        | Audit Related Fees |  | Tax Fees |       | All Other Fees
|           |        |                    |  |          |       |               
|$          | 76,198 |                    |  | $        | 1,826 |                |  | $ | 0 |  |  | $ | 0 | 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment
to the report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 30th day of April, 2003.

| |  |                    |  |                                       
| |  | ------------------ |  | --------------------------------------
| |  | TMSF HOLDINGS, INC
|
| |  |                    |  |                                       
| |  | by                 |  | /S/ RAYMOND ESHAGHIAN                 
| |  |                    |  |                                       
| |  |                    |  | Raymond EshaghianChairman of the Board

Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons on behalf of the Registrant in the
capacities indicated on April 30, 2003.

|                                                                                   |  |                                                                                                     
|---------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------
|Signature                                                                          |  | Title                                                                                               
|                                                                                   |  |                                                                                                     
|                                                                                   |  |                                                                                                     
|/S/ RAYMOND ESHAGHIAN

Raymond Eshaghian                                           |  | Chairman of the Board, Chief
Executive Officer, Secretary
and Director
(Principal Executive Officer)
|                                                                                   |  |                                                                                                     
|*

Masoud Najand                                                                   |  | Chief Financial Officer (Principal Financial and Accounting Officer)                                
|                                                                                   |  |                                                                                                     
|*

Massoud Yashouafar                                                              |  | Director                                                                                            
|                                                                                   |  |                                                                                                     
|H. Wayne Snavely                                                                   |  | Director                                                                                            
|                                                                                   |  |                                                                                                     
|* By: /S/ RAYMOND ESHAGHIAN
          Raymond Eshaghian
          Attorney-in-fact |  |                                                                                                     

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CERTIFICATION

I, Raymond Eshaghian, certify that:

1. I have reviewed this annual report on
Form 10-KSB/A for the year ended
December 31, 2002 of TMSF Holdings, Inc.

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 annual 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 registrant as of, and for, the periods presented in this
annual report.

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:



| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| | c. |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.                                                                                                                        

5. The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent function):



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls.                                                                                                                                            

6. The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

/s/ Raymond Eshaghian
Raymond Eshaghian
Chief Executive Officer
April 30, 2003

7



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CERTIFICATION

I, Masoud Najand, certify that:

1. I have reviewed this annual report on
Form 10-KSB/A for the year ended
December 31, 2002 of TMSF Holdings, Inc.

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 annual 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 registrant as of, and for, the periods presented in this
annual report.

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:



| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| | c. |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.                                                                                                                        

5. The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent function):



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                    

6. The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

/s/ Masoud Najand
Masoud Najand
Chief Financial Officer
April 30, 2003

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