United States

SECURITIES AND
EXCHANGE COMMISSION 

Washington, D.C. 20549FORM 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, 2003 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: 0-28325TMSF HOLDINGS, INC.(Exact name of
registrant as specified in its charter)

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

727 West Seventh
Street Suite 850 Los Angeles CA 90017

(Address of principal
executive offices and zip code)

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

Securities registered pursuant to
Section 12(b) of the Exchange Act: None

Securities registered pursuant to
Section 12(g) of the Exchange 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 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.  [   ]

The
Registrants revenues for the year ended December 31, 2003 were $27,034,928.

On March 27, 2004 the aggregate market value of the
voting and non-voting common equity held by non-affiliates of the
registrant was approximately
$1,282,500 based on the closing sales price of common stock on the OTC
Bulletin Board of the National Association of Securities Dealers. There were 15,000,000 shares of Common Stock outstanding as of
March 27, 2004.

---

TMSF HOLDINGS, INC. 
2003 FORM 10-KSB
ANNUAL REPORT 

TABLE OF CONTENTS

Explanatory Note:
We are amending the following item of our annual report on Form 10-KSB
for the fiscal year December 31, 2003 on the pages attached hereto.

|           |  | PART III                                                             | PAGE
|---------- |  | -------------------------------------------------------------------- | ----
|ITEM 13    |  | EXHIBITS,
     FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K | 3   
|SIGNATURES |  |                                                                      | 5   

-2-

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

(a) Exhibits

|Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                                              
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                     
|2              | Plan of Reorganization and Stock Exchange Agreement (incorporated by reference to
                   Exhibit 2 of the Registrant's Current Report on Form 8-K filed with the Securities
                   and Exchange Commission on November 20, 2002).                                                                                           
|               |                                                                                                                                                                                                                                                                                                                                                     
|3.1            | Certificate of Incorporation of the Registrant (incorporated by reference to
                   Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the
                   Securities and Exchange Commission on November 20, 2002).                                                                                              
|               |                                                                                                                                                                                                                                                                                                                                                     
|3.2            | Certificate of Amendment of Certificate of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3.3 of the Registrant's Current Report on
                  Form 8-K filed with the Securities and Exchange Commission on November 20, 2002).                                                                    
|               |                                                                                                                                                                                                                                                                                                                                                     
|3.3            | Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 of the
                   Registrant's Current Report on Form 8-K/A filed with the Securities and Exchange
                   Commission on December 6, 2002).                                                                                                                   
|               |                                                                                                                                                                                                                                                                                                                                                     
|4.1            | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the
                   Registrant's Annual Report on Form 10-KSB for the period ending December 31, 2002).                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                                                                                                     
|4.2            | Registration Rights Agreement dated November 29, 2002 among the Registrant and
                   certain stockholders (incorporated by reference to Exhibit 4.2 of the Registrant's
                   Annual Report on Form 10-KSB for the period ending December 31, 2002).                                                                      
|               |                                                                                                                                                                                                                                                                                                                                                     
|4.2(a)         | List of Registrant's stockholders who entered into Registration Rights Agreement
                   referenced in Exhibit 4.2 with the Registrant (incorporated by reference to
                   Exhibit 4.2(a) of the Registrant's Annual Report on Form 10-KSB for the period ending
                   December 31, 2002).                     
|               |                                                                                                                                                                                                                                                                                                                                                     
|4.3            | Registration Rights Agreement dated December 6, 2002 between the Registrant and
                   Raymond Eshaghian (incorporated by reference to Exhibit 4.3 of the Registrant's
                   Annual Report on Form 10-KSB for the period ending December 31, 2002).                                                                        
|               |                                                                                                                                                                                                                                                                                                                                                     
|10.1           | 2003 Stock Option, Deferred Stock and Restricted Stock Option Plan (incorporated by
                   reference to Exhibit 10.1 of the Registrant's Annual Report on Form 10-KSB for the
                   period ending December 31, 2002).                                                                                                      
|               |                                                                                                                                                                                                                                                                                                                                                     
|10.2           | Lease Agreement dated August 31, 2002 between The Mortgage Store Financial, Inc., a subsidiary of
                   the Registrant, and Roosevelt Building (incorporated by reference to Exhibit 10.2
                   of the Registrant's Annual Report on Form 10-KSB for the period ending December 31,
                   2002).             
|               |                                                                                                                                                                                                                                                                                                                                                     
|10.3           | Consulting Services Agreement dated October 23, 2001 between The Mortgage Store Financial, Inc., a
                   subsidiary of the Registrant, and H. Wayne Snavely (incorporated by reference to
                   Exhibit 10.3 of the Registrant's Annual Report on Form 10-KSB for the period ending
                   December 31, 2002).
|               |                                                                                                                                                                                                                                                                                                                                                     
|21.1           | Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 of the
                   Registrant's Annual Report on Form 10-KSB for the period ending December 31, 2002).                                                                                                                                                                 
|               |                                                                                                                                                                                                                                                                                                                                                     
|23+            | Consent of SLGG LLP.                                                                                                                                                                                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                                                                                     
|24+            | Power of Attorney (included on signature page).                                                                                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                                                                                     
|31.1           | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule
     13a - 14(a).                                                                                                                                                                                                                                                 
|               |                                                                                                                                                                                                                                                                                                                                                     
|31.2           | Certification of Chief Financial Officer pursuant to Securities and Exchange Act
     Rule 13a - 14(a).                                                                                                                                                                                                                                             
|               |                                                                                                                                                                                                                                                                                                                                                     
|32.1           | Certification Pursuant to U.S.C. 1350, as adopted pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                   

___________________+   Previously filed.

(b) Reports on Form 8-K
     None.

-3-

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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 report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on the 6th
day of April, 2004.

| | 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 and in the capacities and on the dates
indicated.

|Signature                              | Title                                                                  | Date         
|-------------------------------------- | ---------------------------------------------------------------------- | -------------
|/S/ RAYMOND ESHAGHIANRaymond Eshaghian | Chairman of the Board, Chief Executive Officer, Secretary and Director | April 6, 2004
|*
     Masoud Najand                   | Chief Financial Officer                                                | April 6, 2004
|*
     M. Aaron Yashouafar             | Director                                                               | April 6, 2004
|*H.Wayne Snavely                       | Director                                                               | April 6, 2004

*By: /S/ RAYMOND ESHAGHIAN
          
          
        Raymond Eshaghian
          
          
        Attorney-in-fact

-4-

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Exhibit 31.1

CERTIFICATION UNDER
SECTION 302OF THE SARBANES-OXLEY ACT OF 2002

I, Raymond Eshaghian, the Chief Executive
Officer of TMSF Holdings, Inc.,
certify that:

1. I have reviewed this annual
report on Form 10-KSB for the year ended December 31, 2003 of TMSF Holdings,
Inc.

2. 
Based on my knowledge, this 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 quarterly report;

3. 
Based on my knowledge, the financial statements, and other financial information included
in this 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 report;

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

a. 
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, 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 report is
being prepared;

b. 
Evaluated the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

c. 
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and

5. 
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions):

a. 
All significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial
information ; 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 over financial reporting.

April 6, 2004

/s/ Raymond Eshaghian
          
          
          
          
  Raymond Eshaghian 
          
          
          
          
      Chief Executive Officer

---

Exhibit 31.2

CERTIFICATION UNDER
SECTION 302 
OF THE SARBANES-OXLEY
ACT OF 2002

I, Masoud Najand,  the
Chief Financial Officer of TMSF Holdings, Inc., certify that:

1. 
          I have reviewed this annual report on Form 10-KSB for the year ended
          December 31, 2003 of TMSF Holdings, Inc.;

2. 
Based on my knowledge, this 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 quarterly report;

3. 
Based on my knowledge, the financial statements, and other financial information included
in this 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 report;

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

a. 
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, 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 report is
being prepared;

b. 
Evaluated the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

c. 
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and

5. 
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions):

a. 
All significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial
information ; 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 over financial reporting.

April 6, 2004

/s/ Masoud Najand
          
          
          
          
  Masoud Najand 
          
          
          
          
          
 Chief Financial Officer

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Exhibit 32

CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED 
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In
connection with the annual report of TMSF Holdings, Inc. (the Company) on
Form 10-KSB for the period ended December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the Report), each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to his knowledge:

(1) 
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

(2) 
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.

/s/ Raymond Eshaghian
Raymond Eshaghian

Chief Executive Officer
April 6, 2004

/s/ Masoud Najand
Masoud NajandChief Financial Officer

April 6, 2004

A
SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY THE SECTION 906 HAS BEEN
PROVIDED TO THE COMPANY AND WILL BE RETAINED BY THE COMPANY AND FURNISHED TO THE
SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.