U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended July 31, 2001
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                    0-28325


                                 LITTLE CREEK, INC.
                 (Name of Small Business Issuer in its Charter)


                  UTAH                                  87-0642252
      (State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
       incorporation or organization)


           5525 SOUTH 900 EAST, SUITE 110, SALT LAKE CITY, UTAH 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 231-6735


                               LITTLE CREEK, INC.
                                  -------------

          (Former Name or Former Address, if changed since last Report)
                                 Not Applicable


Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value
                                                               common stock


     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 Company 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
               ---      ---                  ---      ---


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

State Issuer's revenues for its most recent fiscal year: July 31, 2001 - $0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     July 31, 2001 - $196.  There are  approximately  196,365 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.001 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 AUGUST 9, 2001
                                    1,631,483

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

Little Creek, Inc., (the "Company") was organized under the laws of the State of
Utah on September  30, 1980,  under the name Blue Gander  Exploration,  Inc., to
conduct any or all lawfull  business for which  corporations  may be  organized,
including but not limited to:

A. To engage in  natural  resources  ventures  of all kinds,  including  but not
limited to crude oil,  natural gas,  energy fuels of  conventional  or synthetic
character  and  energy  fuels  of an  alternative  nature,  e.t.,  wind,  aolar,
geothermal, tidal, nuclear fusion and biomass.

B. To acquire by purchase,  exchange, gift, bequest,  subscription or otherwise,
and to hold, own mortgage, pledge, hypothecate,  sell asign, transfer, exchange,
or otherwise dispose of or deal in or with its own corporate securities or stock
or other securities,  including without limitations,  other obligations, and any
certificates,  receipts  or other  property  or assets  created or issued by any
person, firm,  association,  or corporation,  or any government or subdivisions,
agencies  or  instrumentalities  thereof,  to  make  payment  therefore  its own
securities or to use its  unrestricted  and  unreserved  earned  surplus for the
purchase  of  its  own  shares,  and to  exercise  as  owner  or  holder  an any
securities, any and all rights, powers and priviliges in respect thereof.

C.  To  do  each  and  every  thing  necessary,   suitable  or  proper  for  the
accomplishment  of any of the purposes or the  attainment  of any one or more of
the subjects herein enumerated,  or which may at any time appear conducive to or
expedient for protection or benefit of this corporation,  and to do said acts as
fully and to the same extent as natural  persons might, or could do, in any part
of the world as  principals,  agents,  partners,  trustees or otherwise,  either
alone or in conjuction with any other person, association of corporation.

The Company's initial  authorized  capital was $50,000  consisting of 50,000,000
shares of  ($0.001)  par value  common  voting  stock.  A copy of the  Company's
initial Articles of Incorporation is attached hereto and is incorporated  herein
by reference. See Part III, Item 1.

On October 29, 1988, the Articles of  Incorporation  were amended to reflect a 4
to 1 reverse split and a name change from Blue Gander Exploration, Inc. to North
American Sign  Corporation.  A copy of the Articles of Amendment to the Articles
of Incorporation is attached hereto and is incorporated herein by reference. See
Part III, Item 1.

On June 29, 1999 the Company was  reinstated  with the State of Utah after being
involuntarily dissolved on May 1, 1990 for failure to file an annual report.

On August 16, 1999, the Articles of  Incorporation  were amended to reflect a 25
to 1 reverse  split.  A copy of the  Articles of  Amendment  to the  Articles of
Incorporation is attached hereto and is incorporated  hereing by reference.  See
Part III, Item 1. All computations  herein take into account the above mentioned
reverse splitS.

On October 14,  1999,  the Articles of  Incorporation  were amended to reflect a
name change from North American Sign Corporation to Little Creek, Inc.


     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

Business.
---------

     At the time the Company was incorporated the Company was engaged in natural
resources ventures of all kinds, including but not limited to crude oil, natural
gas, energy fuels of conventional or synthetic  character and energy fuels of an
alternative nature,  e.t., wind, solar,  geothermal,  tidal,  nuclear fusion and
biomass.  Those  operations  proved to be unsuccessful.  Currently,  the Company
offers short and long-term rentals of recreation vehicles to both businesses and
individuals.
<PAGE>
Risk Factors.
------------

EARLY STAGE OF DEVELOPMENT

     The  Company has  recently  initiated  its  business  objective  of renting
recreational  equipment.  It is subject to all of the risks  inherent in any new
business. These risks include:

     The need for substantial  capital to support its development  efforts;  the
need to attract  and retain  qualified  personnel  and  experienced  management;
losses associated with start-up; and competition.

LOSSES ASSOCIATED WITH START-UP

     The Company's business operations are highly speculative and are subject to
the same  types of  risks  inherent  in any new or  unproven  venture,  and will
include those types of risk factors outlined below.

     Limited Assets; No proven source of Revenue. The Company has limited assets
and has had no  revenue  for  over the  past  ten  years or to the date  hereof.
Although,  the Company does plan on receiving  revenues in the immediate  future
the Company can provide no assurance that the business  operations  will produce
any material  revenues  for the Company or that the  business  will operate on a
profitable basis.
<PAGE>

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing  any  shares  that are  deemed to be "penny  stock."  Moreover,  Reg.
Section   240.15g-9  of  the   Securities  and  Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.
<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------

     The Company's principal products are rental equipment.  The rental industry
is a  competitive  market,  but the Company  believes  that through a variety of
advertisement mediums the Company may be able to obtain a share of the market.

Competition; Low Barriers to Entry
------------

     The market  for  recreational  vehicles  rentals  is a  relatively  old and
established  market.  The Company expects  competition to persist,  and possibly
increase in the future.  As a strategic  response to changes in the  competitive
environment, the Company may from time to time make certain pricing, service, or
marketing  decisions that could have a material  adverse effect on the Company's
business, financial condition and results of operations.

     In addition,  the Company's ability to maintain future client relationships
and generate new clients will depend to a  significant  degree on the quality of
its  services  and its  reputation  among its  clients  and  potential  clients,
compared with the quality of its services  provided by, and the  reputations of,
the Company's competitors.

     There are  relatively  low barriers to entry into the  Company's  business.
Because  firms such as the Company rely on the skill of their  personnel and the
quality of its  products  offered,  the  Company  has no  patented  products  or
services that would preclude or inhibit  competitors from entering the Company's
market.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     The Company is not currently subject to direct government regulation, other
than securities laws and the regulations  thereunder  applicable to all publicly
owned companies,  and laws and regulations  applicable to businesses  generally,
and  there  are few  laws or  regulations  directly  applicable  to  rentals  of
recreational vehicles.

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer,  is not an
investment  company,  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer,  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of $25  million or more.  The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

Research and Development.
------------------------

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable
<PAGE>

Number of Employees.
-------------------

     The Company  currently  has no employees.  The  Company's  officers will be
responsible for all of the Company's  operations for the foreseeable future. The
Company will hire a service technician if necessary,  and if the Company is able
to pay the worker's wage or salary from operating revenue.


Item 2.  Description of Property.
         -----------------------

     The Company has two premium four-wheel  recreational vehicles. Its business
address is the office of one of its shareholder,  Duane Jenson,  and is provided
rent-free.  The  Company  has free access to Mr.  Jenson's  telephone  and other
office  materials.  Depending on the Company's  growth,  the Company may find it
necessary to acquire an office and telephone  system or its own, but  management
does not believe that this will be necessary in the near future.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     During the fourth  quarter of the year ended July 31,  2001,  no matter was
submitted to a vote of the Company's  securities  holders,  whether  through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     The  Company  shares are traded on the OTC  Bulletin  Board,  the symbol is
LCRK.  The Company shares have been traded on the OTC Bulletin Board since April
24, 2001;  however,  management  does not expect any public  market  activity to
develop unless and until the Company  completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's  common stock
will develop or be maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 103.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     On March 19, 2001,  the Company issued 140,000 shares of common stock under
an S-8  Registration  Statement.  35,000 shares were issued to each of the three
officers and one consultant of the Company for services rendered to the Company.
These shares were issued at $.01 per share for a total consideration of $1,400.

     On  August  16,  1999,  the  Company  issued  295,118   "unregistered"  and
"restricted"  shares  at a value  of  $.005  per  share to  Jenson  Services  in
consideration of the payment of $1,475.59 for audit and other corporate expenses
incurred on behalf of the Company.

     On  August  16,  1999,  the  Company  issued  250,000   "unregistered"  and
"restricted"  shares to each of the four officers and directors,  for a total of
1,000,000 shares. These shares were in consideration of services rendered.
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company has engaged in its material operations. The  Company's  plan of
operation for the next 12 months is to continue its current rental  business and
to advertise through a variety of mediums  including:  web-page,  newspapers and
flyers.

     During the next 12 months, the Company's only foreseeable cash requirements
will relate to  maintaining  the Company in good  standing in the state of Utah,
payment  of  expenses   associated  to  maitaining  the  rental  vehicles,   and
advertisements.  As of July 31,  2001,  the Company had $1,259 cash on hand.  If
additional funds are required during this period,  such funds may be advanced by
management  or  stockholders  as  loans to the  Company.  As of the date of this
Report, the Company is not engaged in any negotiations with any person regarding
any such ventures.

Results of Operations.
----------------------

     The Company has been  involved in maintaing the  Company's  good  corporate
standing in the State of Utah, renting recreational  vehicles,  participating in
financing activities and advertising.

     At July 31, 2000,  the  Company's  had $10,551 of assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During  the period  ended  July 31,  2001,  the  Company  had a net loss of
$6,693.  The Company  has  received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     As of July 31,  2001,  the Company  had cash on hand of $1,259.  Management
believes  that  these  funds will be  sufficient  to allow it to  advertise  and
establish a customer  base.  The  Company's  cash on hand will be  sufficient to
allow it to further  operations;  however,  the Company's success in its planned
business  endeavors will depend entirely on its ability to attract and maitaim a
sufficient client base.

Item 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended July 31, 2001 and 2000

          Independent Auditors' Report

          Balance Sheets - July 31, 2001

          Statements of Operations for the years ended
          July 31, 2001 and 2000

          Statements of Stockholders' Equity for the
          years ended July 31, 2001 and 2000

          Statements of Cash Flows for the years ended
          July 31, 2001 and 2000

          Notes to the Financial Statements

<PAGE>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]

              Financial Statements and Independent Auditors' Report

                                  July 31, 2001

<PAGE>
<TABLE>
<CAPTION>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                                TABLE OF CONTENTS


                                                                                                                              Page

<S>                                                                                                                             <C>
Independent Auditors' Report                                                                                                    1

Balance Sheet -- July 31, 2001                                                                                                  2

Statements of Operations for the years ended July 31, 2001 and 2000, and for the
period from Reactivation [March 14, 1999] through July 31, 2001                                                                 3

Statements of Stockholders' Deficit for the years ended July 31, 2001 and 2000,
and for the period from Reactivation [March 14, 1999] through July 31, 2001                                                     4

Statements of Cash Flows for the years ended July 31, 2001 and 2000, and for the
period from Reactivation [March 14, 1999] through July 31, 2001                                                                 5

Notes to Financial Statements                                                                                                6 -- 9

</TABLE>
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Little Creek, Inc. [a development stage company]


We have  audited  the  accompanying  balance  sheet of  Little  Creek,  Inc.  [a
development  stage company] as of July 31, 2001,  and the related  statements of
operations, stockholders' deficit, and cash flows for the periods ended July 31,
2001 and 2000,  and for the period from  Reactivation  [March 14, 1999]  through
July  31,  2001.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Little  Creek,  Inc.  [a
development  stage  company] as of July 31, 2001,  and the results of operations
and cash flows for the periods ended July 31, 2001 and 2000, in conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company  has  accumulated  losses  from  operations,
minimal  assets,  and a net working capital  deficiency  that raise  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 2. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


                                                           /S/MANTYLA MCREYNOLDS
                                                              Mantyla McReynolds

Salt Lake City, Utah
August 20, 2001
<PAGE>
<TABLE>
<CAPTION>


                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                                  Balance Sheet
                                  July 31, 2001


                                             ASSETS

Assets
Current Assets:
<S>                                                                        <C>
  Cash                                                                     $                  1,170
       Total Current Assets                                                                   1,170

  Rental Equipment - NOTES 1 & 7                                                             12,387
  Accumulated Depreciation                                                                  (3,095)
                                                                                -------------------
       Net Property                                                                           9,292
                                                                                -------------------
                       Total Assets                                        $                 10,462
                                                                                ===================

                              LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
  Current Liabilities:
  Accrued Interest                                                         $                  2,100
  Payable to shareholders - NOTE 4                                                            3,769
                                                                                -------------------
       Total Current Liabilities                                                              5,869

  Note payable - NOTE 6                                                                      17,000
                                                                                -------------------
                    Total Liabilities                                                        22,869

Stockholders' Deficit:
  Capital Stock -- 50,000,000 shares authorized having a
   par value of $.001 per share; 1,631,483 shares issued
   and outstanding - NOTE 5                                                                   1,631
  Additional Paid-in Capital                                                                 47,751
  Accumulated Deficit                                                                      (42,360)
  Deficit accumulated during the development stage                                         (19,429)
                                                                                -------------------
                Total Stockholders' Deficit                                                (12,407)
                                                                                -------------------
        Total Liabilities and Stockholders' Deficit                           $              10,462
                                                                                ===================
                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                            Statements of Operations
 For the Years Ended July 31, 2001 and 2000, and for the Period from Reactivation [March
                         14, 1999] through July 31, 2001


                                                                                           Reactivation
                                                                                           through July
                                                      2001                2000               31, 2001
                                                 --------------      ---------------      ---------------
<S>                                            <C>                 <C>                 <C>
Revenues                                       $         3,036     $              0    $           3,036

General & Administrative Expenses                        9,518                9,225               20,365

              Operating Loss                            (6,482)              (9,225)             (17,329)
Other Income / Expense
        Interest Expense                                (1,700)                (400)              (2,100)

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

       Net Loss Before Income Taxes                     (8,182)              (9,625)             (19,429)

Current Year Provision for Income Taxes                       0                    0                    0
                                                 --------------      ---------------      ---------------

Net Loss                                       $        (8,182)    $         (9,625)   $         (19,429)
                                                 ==============      ===============      ===============


Loss Per Share                                 $         (0.01)    $          (0.01)   $           (0.02)
                                                 ==============      ===============      ===============

Weighted Average Shares Outstanding                  1,542,880            1,383,557             1,282,307
                                                 ==============      ===============      ===============

                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
 For the Years Ended July 31, 2001 and 2000, and for the Period from Reactivation [March
                         14, 1999] through July 31, 2001


                                                             Additional                             Net
                               Common          Common          Paid-in         Accumulated     Stockholders'
                               Shares           Stock          Capital           Deficit          Deficit
                            ------------     ----------     ------------      ------------     -------------
Balance at reactivation, [March
<S>                           <C>               <C>             <C>              <C>                  <C>
14, 1999]                      4,875,000         4,875           36,631           (42,360)             (854)
Net loss for the period March
15, 1999 through July 31, 1999                                                    (1,622)            (1,622)
                            ------------     ----------     ------------      ------------     -------------
Balance, July 31, 1999         4,875,000          4,875           36,631          (43,982)           (2,476)
August 31, 1999, 25:1 reverse
stock split                  (4,678,635)        (4,679)            4,679
Issued stock for expenses
    ($.005 per share)            295,118            295            1,181                               1,476
Issued stock to officers
    ($.005 per share)          1,000,000          1,000            4,000                               5,000
Net Loss for year ended
 July 31,  2000                                                                    (9,625)           (9,625)
Balance, July 31, 2000         1,491,483          1,491           46,491          (53,607)           (5,625)
Issued stock for expenses
    ($.01 per share)              35,000             35              315                                 350
Issued stock to officers
   ($.01 per share)              105,000            105              945                               1,050
Net Loss for year ended
    July 31, 2001                                                                  (8,182)           (8,182)
Balance, July 31, 2001         1,631,483   $      1,631   $       47,751   $      (61,789)   $      (12,407)
                            ============     ==========     ============      ============     =============





                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the Years Ended July 31, 2001 and 2000, and for the Period from Reactivation [March 14,
                           1999] through July 31, 2001

                                                                                         Reactivation
                                                                                         through July
                                                            2001            2000           31, 2001
                                                         -----------     -----------     -------------
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                  <C>               <C>            <C>
Net Loss                                             $       (8,182)   $     (9,625)  $       (19,429)
Adjustments to reconcile net income to net cash provided by
 operating activities:
      Depreciation                                             2,476             619                  3,095
     Issued shares for services                                1,400           4,000               5,400
     Increase in current liabilities                           1,700             400             3,722
     Increase in loans from shareholders                       1,907           1,862               3,769
                                                         -----------     -----------     -------------
       Net Cash Used for Operating Activities                  (699)         (2,744)           (3,443)

Cash Flows Provided by Investing Activities
     Cash used to purchase equipment                               0        (12,387)            (12,387)
                                                         -----------     -----------     -------------
     Net cash used for investing activities                        0        (12,387)          (12,387)

Cash Flows Provided by Financing Activities
     Notes payable                                             1,000          16,000            17,000
                                                         -----------     -----------     -------------
     Net cash from financing activities                        1,000          16,000            17,000

                                                         -----------     -----------     -------------
           Net Increase/(Decrease) in Cash                       301             869             1,170

Beginning Cash Balance                                           869               0                 0
                                                         -----------     -----------     -------------

Ending Cash Balance                                  $         1,170   $         869$            1,170
                                                         ===========     ===========     =============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest             $             0   $           0  $              0
  Cash paid during the year for income taxes         $           100   $           0  $            100







                         See accompanying notes to financial statements.
</TABLE>
<PAGE>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                  July 31, 2001

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               (a)    Organization

               Little Creek,  Inc.  incorporated  under the laws of the State of
               Utah on  September  30,  1980  under  the  name  of  Blue  Gander
               Exploration,  Inc. On October  29,  1988 the Company  amended its
               Articles of Incorporation  and changed its name to North American
               Sign  Corporation.  The  Company  engaged in  various  investment
               activities through 1990. The Company was involuntarily  dissolved
               in May 1, 1990 for failure to file an annual  report.  Since that
               time the  Company was left  dormant  until March 14, 1999 when it
               was  reactivated.  On October 14,  1999 the  company  amended its
               Articles of  Incorporation  and changed its name to Little Creek,
               Inc.

               The company is in the  business of renting all terrain  equipment
               to the general  public.  Minimal revenue has been generated as of
               July 31, 2001 from renting the equipment.

               The  financial  statements  of the Company have been  prepared in
               accordance with U. S. generally accepted  accounting  principles.
               The following summarizes the more significant of such policies:

               (b)    Income Taxes

               The Company has adopted the  provisions of Statement of Financial
               Accounting  Standards  No. 109 [the  Statement],  Accounting  for
               Income  Taxes.  The  Statement  requires  an asset and  liability
               approach for financial accounting and reporting for income taxes,
               and the  recognition of deferred tax assets and  liabilities  for
               the temporary  differences  between the financial reporting bases
               and tax bases of the Company's  assets and liabilities at enacted
               tax rates expected to be in effect when such amounts are realized
               or  settled.  Prior  years'  financial  statements  have not been
               restated to apply the provisions of the Statement. The cumulative
               effect of this change in  accounting  for income taxes as of July
               31,  2001 is $0 due to the  valuation  allowance  established  as
               described in Note 3.

               (c)    Net Loss Per Common Share

               In  accordance  with  Financial  Accounting  Standards  No.  128,
               "Earnings  Per  Share," basic loss per common  share is computed
               using the weighted  average number of common shares  outstanding.
               Diluted  earnings per share is computed  using  weighted  average
               number of common  shares plus dilutive  common share  equivalents
               outstanding  during the period using the treasury  stock  method.
               There are not common stock equivalents as of July 31, 2001.
<PAGE>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                  July 31, 2001
                                   [Continued]

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               [continued]

               (d)    Statement of Cash Flows

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers cash on deposit in the bank to be cash. The Company had
               $1,170 cash at July 31, 2001.


               (e)    Use of Estimates in Preparation of Financial Statements

               The  preparation of financial  statements in conformity with U.S.
               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.


               (f)    Depreciation

               Depreciation  is computed  principally  using straight line based
               upon the various classes of assets.  Expenditures for maintenance
               and repairs are  expensed as incurred.  Renewals and  betterments
               are capitalized.

               (g)    Revenue Recognition

               The  Company  recognizes  revenue  as it is  earned  or as rental
               services are provided to the customer.


NOTE 2         LIQUIDITY/GOING CONCERN

               The Company has accumulated  losses since inception  amounting to
               $61,789,  has  minimal  assets,  and  has a net  working  capital
               deficiency  at July 31, 2001.  These  factors  raise  substantial
               doubt about the Company's ability to continue as a going concern.

               The company has invested in rental  equipment but has  recognized
               minimal  revenues to date.  Management  plans include  increasing
               rental operations or finding a well-capitalized  merger candidate
               to  recommence  its  operations   (see  Note  8).  The  financial
               statements do not include any adjustments  that might result from
               the outcome of this uncertainty.

<PAGE>

                               LITTLE CREEK, INC.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                  July 31, 2001
                                   [Continued]

NOTE 3         INCOME TAXES

               Below is a summary  of  deferred  tax asset  calculations  on net
               operating loss carry forward amounts.  Loss carry forward amounts
               expire at various times  through  2021. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.

                                             NOL
Description                                Balance          Tax           Rate
   Federal Income Tax                   $       19,429 $      2,914       15%
   State Income Tax                             19,429          971        5%
   Valuation allowance                                       (3,886)
                                                       -------------
        Deferred tax asset 7/31/2001                    $         0

               The valuation allowance has increased $1,636, from the prior year
               balance of $2,250.


NOTE 4         SHAREHOLDER LOAN

               A shareholders  has paid expenses on behalf of the Company in the
               amount of $1,907 and $1,862 for the years ended July 31, 2001 and
               2000,  respectively.  The  Company has  recorded a liability  for
               these expenses to the shareholder of $3,769, as of July 31, 2001.
               This unsecured loan bears no interest and is due on demand.


NOTE 5         COMMON STOCK/RELATED PARTY TRANSACTION

               On August 16, 1999, the Company's Board of Directors  resolved to
               effect a reverse  split of the  outstanding  common  stock on the
               basis of 25 for one,  effective  August 31, 1999, while retaining
               the current authorized capital and par value.

               Also, on August 16, 1999,  the directors  authorized the issuance
               of post split shares in the following manner:

Description                                                   Number of Shares
--------------------------------------------      ----------------------------
Issued to shareholder for loan                                         295,118
Issued to directors for services                                     1,000,000
                                                  ----------------------------
     Total shares issued                                             1,295,118


<PAGE>

                                       LITTLE CREEK, INC.
                                  [A Development Stage Company]
                                  Notes to Financial Statements
                                          July 31, 2001
                                           [Continued]
NOTE 6         NOTE PAYABLE/RELATED PARTY TRANSACTION

               The Company  borrowed funds from a related  party,  an entity who
               shares  common  shareholders,  at an interest rate of ten percent
               (10%)  per  annum  with no  interest  paid  until  maturity.  The
               debenture matures in April of 2003, with the privilege,  however,
               of  converting  the loan,  principal  and accrued  interest  into
               common  shares of the Company's one mill ($.001) par value stock,
               at the rate of either ten cents  ($.10) per share or the  average
               closing bid price of the last three trading days,  whichever rate
               is of greater value per share.


NOTE 7         RENTAL EQUIPMENT

               The  rental  equipment  is  recorded  at cost  which is  $12,387.
               Depreciation expense was $2,476 and $619 for the years ended July
               31, 2001, and 2000, respectively.


NOTE 8         LETTER OF INTENT

               Little  Creek,  Inc.  has  signed a  letter  of  intent  with CNS
               Pharmaceuticals,  Inc.,  dated June 13, 2001, to issue 13,900,000
               shares    of    common    stock   or    approximately    96%   of
               post-reorganization   Little   Creek,   Inc.,   for  all  of  the
               outstanding shares of CNS in a plan of reorganization.  As of the
               date of this report,  the transaction  negotiations have not been
               completed.

<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Travis T. Jenson      President        11/96          *
                      Director         11/96          *

Thomas J. Howells     Vice President   11/96          *
                      Director         11/96          *

James P. Doolin       Treasurer        03/99          *
                      Director         03/99          *


</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

Travis T.  Jenson,  President  and a  director  is 28 years of age.  Mr.  Jenson
graduated from  Westminster  College of Salt Lake City, Utah, with a Bachelor of
Science degree in 1995. Mr. Jenson has been working as an investment  consultant
with Jenson Services since 1996.

Thomas J. Howells, Vice President and a director is 28 years of age. Mr. Howells
graduated from  Westminster  College of Salt Lake City, Utah, with a Bachelor of
Arts degree in 1993.  Mr.  Howells has been working as an investment  consultant
with Jenson Services since 1996.

James P.  Doolin,  Treasurer  and a  director  is 25 years  of age.  Mr.  Doolin
received a  bachelors  degree  from the  University  of Utah in Business in June
1998. Mr. Doolin worked for Jenson Services,  Inc., a consulting  company,  from
September 1998 through May 2001. Mr. Doolin is currently attending the Graziadio
School of Business  and  Management  at  Pepperdine  University  for his masters
degree.

<PAGE>
Significant Employees.
----------------------

The Company has no employees who are not executive officers.

Family Relationships.
---------------------

There are no family  relationships  between any director or  executive  officer.
Travis  Jenson is a son of Duane  Jenson,  the  majority  shareholder  of Jenson
Services.

Involvement in Certain Legal Proceedings.
-----------------------------------------

During the past five years, no present or former director,  executive officer or
person nominated to become a director or an executive officer of the Company:

     (1)  was a general  partner or executive  officer of any  business  against
          which any  bankruptcy  petition  was filed,  either at the time of the
          bankruptcy or two years prior to that time;

     (2)  was  convicted in a criminal  proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

     (4)  was found by a court of competent  jurisdiction  (in a civil  action),
          the  Commission or the Commodity  Futures  Trading  Commission to have
          violated a federal or state  securities  or  commodities  law, and the
          judgment has not been reversed, suspended or vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership,  with the  Securities  and  Exchange  Commission;  there have been no
changes in their  beneficial  ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Travis T.
Jenson,       07/31/01    0     0     0   35,000   0     0   0
President,    07/31/00    0     0     0  250,000   0     0   0
Director      07/31/99    0     0     0     0      0     0   0


Thomas J.
Howells       07/31/01    0     0     0   35,000   0     0   0
Vice Pres./   07/31/00    0     0     0  250,000   0     0   0
Director      07/31/99    0     0     0     0      0     0   0


Nick          07/31/00    0     0     0  250,000   0     0   0
Lovato,       07/31/99    0     0     0     0      0     0   0
Secretary     07/31/98    0     0     0     0      0     0   0
Director

James P.      07/31/01    0     0     0   35,000   0     0   0
Doolin        07/31/00    0     0     0  250,000   0     0   0
</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending July 31, 2001,  2000, or 1999, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.


<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of August 9,  2001,  with the  computations  being  based upon  1,631,483
shares of common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Art Beroff                    545,118                    33%

Travis T. Jenson               35,000                    02%

Thomas J. Howells             285,000                    17%

Nick Lovato                   250,000                    15%

James P. Doolin               285,000                    17%
                              -------                    -----
                            1,400,118                    86%

</TABLE>

<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
Travis T. Jenson                  35,000              02%
450 E. Aspen Drive
Park City, UT 84098

Thomas J. Howells                285,000              17%
8495 South Terrace Drive
Sandy, UT 84093

James P. Doolin                  285,000              17%
1223 Wilshire Blvd. #912
Santa Monica, CA 90403
                                 -------              ------
All directors and
executive officers               605,000              37%
as a group (3 persons)
</TABLE>


Changes in Control.
-------------------

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     The Company's Secretary,  Nick Lovato,  resigned as officer and director of
April 25, 2000. For a description of any other  transactions  between members of
management, five percent stockholders,  "affiliates", promoters and finders, see
the caption "Sales of 'Unregistered'  and 'Restricted'  Securities Over the Past
Three Years" of Item I.

<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     None.

Exhibits
--------

None, Not applicable;

<PAGE>
                              SIGNATURES

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

                                       LITTLE CREEK, INC.



Date:08-22-01                          /S/TRAVIS JENSON
                                       Travis Jenson
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       LITTLE CREEK, INC.



Date:08-22-01                          /S/TRAVIS JENSON
                                       Travis Jenson
                                       President and Director


Date:10-22-01                          /S/JAMES DOOLIN
                                       James Doolin
                                       Treasurer and Director