SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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


                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

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


         For the transition period from July 1, 2003 to September 30, 2003.


                                   000-30011
                             COMMISSION FILE NUMBER


                              TOTAL IDENTITY CORP.
             (Exact name of registrant as specified in its charter)


                    FLORIDA                                65-0309540
                    -------                                ----------
        (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                Identification No.)


         11924 FOREST HILL BLVD., SUITE 22-204
                        WELLINGTON, FL                         33414
--------------------------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 202-8184


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ].



<PAGE>

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [  ] No [ ].


                      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. As of September 30, 2003, there were
9,164,671 shares of common stock issued and outstanding.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                                  Yes [ ] No [X]




<PAGE>

                                       TMI
                                 HOLDINGS, INC.


                                TABLE OF CONTENTS


                                     PART I

<TABLE>
<S>                                                                            <C>
   Item 1    Consolidated Financial Statements                                  3

             Consolidated Balance Sheet as of September 30, 2003 (unaudited)    3

             Consolidated Statements of Operations for the Three Months Ended
             September 30, 2003 and September 30, 2002 (unaudited)              5

             Consolidated Statements of Cash Flows for the Three Months Ended
             September 30, 2003 and September 30, 2002 (unaudited)              9

             Notes to Consolidated Financial Statements (unaudited)             11

   Item 2    Management's Discussion and Analysis of Financial                  21
             Condition or Plan of Operations

   Item 3    Controls and Procedures                                            24


                              PART II

   Item 1    Legal Proceedings                                                  24

   Item 2    Changes in Securities and Use of Proceeds                          25

   Item 3    Defaults Upon Senior Securities                                    26

   Item 4    Submission of Matters to a Vote of Security Holders                26

   Item 5    Other Information                                                  27

   Item 6    Exhibits and Reports on Form 8-K                                   27

   Item 7    Subsequent Events                                                  28
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


<PAGE>



                                     PART I

This Quarterly Report includes forward-looking  statements within the meaning of
the Securities  Exchange Act of 1934 (the "Exchange Act").  These statements are
based on  management's  beliefs and  assumptions,  and on information  currently
available to  management.  Forward-looking  statements  include the  information
concerning  possible or assumed  future results of operations of the Company set
forth under the  heading  "Management's  Discussion  and  Analysis of  Financial
Condition  or Plan  of  Operations."  Forward-looking  statements  also  include
statements  in which words such as  "expect,"  "anticipate,"  "intend,"  "plan,"
"believe," "estimate," "consider" or similar expressions are used.

Forward-looking  statements  are not  guarantees  of  future  performance.  They
involve risks,  uncertainties and assumptions.  The Company's future results and
shareholder   values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any forward-looking statements.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


<PAGE>



                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                           Consolidated Balance Sheets


                                     ASSETS

                                      September 30,         December 29,
                                          2003                  2002
                                      ------------            --------
                                      (Unaudited)
CURRENT ASSETS

   Cash                               $         --            $  4,619
   Prepaid expenses                             --               3,222
                                      ------------            --------

     Total Current Assets                       --               7,841
                                      ------------            --------

TOTAL ASSETS                          $         --            $  7,841
                                      ============            ========



        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                        3

<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                           Consolidated Balance Sheets


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                              September 30,         December 29,
                                                                  2003                 2002
                                                               -----------          -----------
                                                               (Unaudited)
CURRENT LIABILITIES
<S>                                                            <C>                  <C>
Bank overdraft                                                 $    11,789          $        --
Accounts payable                                                    72,344                   --
Accrued expenses                                                   498,472               98,944
Accrued settlement payable                                         165,000
Related party loans                                                 35,106                   --
Accrued interest payable                                               130                   --
Notes payable                                                        4,715                   --
                                                               -----------          -----------

  Total Current Liabilities                                        787,556               98,944
                                                               -----------          -----------

  Total Liabilities                                                787,556               98,944
                                                               -----------          -----------

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, Series "A" $0.01 par value,
 1,500,000 shares authorized; 250,000 shares
 issued and outstanding                                              2,500                2,500
Preferred stock, Series "B" $0.01 par value,
 500,000 shares authorized; -0- issued and outstanding                  --                   --
Common stock, $0.01 par value, 30,000,000 shares
 authorized; 9,164,671 and 189,671 shares issued
 and outstanding, respectively                                      91,647                1,897
Additional paid-in capital                                       7,457,652            3,850,664
Accumulated deficit                                             (8,339,355)          (3,946,164)
                                                               -----------          -----------

Total Stockholders' Equity (Deficit)                              (787,556)             (91,103)
                                                               -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                                              $        --          $     7,841
                                                               ===========          ===========
</TABLE>




        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       3
<PAGE>



                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                      Consolidated Statement of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                   For the Three Months Ended          For the Nine Months Ended
                                          September 30,                        September 30,
                                  -----------------------------       -----------------------------
                                     2003              2002              2003              2002
                                  -----------       -----------       -----------       -----------
<S>                               <C>               <C>               <C>               <C>
SALES, NET                        $        --       $        --       $        --       $        --
                                  -----------       -----------       -----------       -----------

EXPENSES

  Professional Fees                   505,033                --         3,861,392                --
  Settlement expense                  185,000                --           185,000                --
  General and administrative           85,654            45,585           140,455           133,942
                                  -----------       -----------       -----------       -----------

     Total Expenses                   775,687            45,585         4,186,847           133,942
                                  -----------       -----------       -----------       -----------

LOSS FROM OPERATIONS                 (775,687)          (45,585)       (4,186,847)         (133,942)
                                  -----------       -----------       -----------       -----------

OTHER INCOME
 (EXPENSES)

   Interest income                         --            24,664                --            74,251
   Interest Expense                        --                --           (24,130)               --
                                  -----------       -----------       -----------       -----------

     Total Other Income
      (Expenses)                           --            24,664           (24,130)           74,251
                                  -----------       -----------       -----------       -----------

LOSS BEFORE
 DISCONTINUED
 OPERATIONS                          (775,687)          (20,921)       (4,210,977)          (59,691)

DISCONTINUED
 OPERATIONS                           (65,101)               --          (182,214)               --
                                  -----------       -----------       -----------       -----------

NET LOSS                          $  (840,788)      $   (20,921)      $(4,393,191)      $   (59,691)
                                  ===========       ===========       ===========       ===========

BASIC LOSS PER SHARE              $     (0.09)      $     (0.06)      $     (1.09)      $     (0.18)
                                  ===========       ===========       ===========       ===========

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                        9,164,671           346,388         4,032,308           325,554
                                  ===========       ===========       ===========       ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       4
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Consolidated Statements of Stockholders' Equity



<TABLE>
<CAPTION>
                                 Preferred Stock,         Preferred Stock,
                                   Series "A"                Series "B"              Common Stock
                             ----------------------  ----------------------  -------------------------    Additional
                                                                                                           Paid-In      Accumulated
                               Shares      Amount      Shares      Amount       Shares       Amount        Capital       Deficit
                             ---------  -----------  ---------  -----------  -----------   -----------   -----------   -----------
<S>                          <C>        <C>                     <C>              <C>       <C>           <C>           <C>
Balance at fiscal 2001         250,000  $     2,500         --  $        --      304,721   $     3,047   $ 4,499,513   $(3,322,639)

  Common stock issued               --           --         --           --       41,667           417        24,583            --

  Common stock retired              --           --         --           --     (156,717)       (1,567)     (673,432)           --

  Net loss for fiscal 2002          --           --         --           --           --            --            --      (623,525)
                             ---------  -----------  ---------  -----------  -----------   -----------   -----------   -----------

  Balance, fiscal 2002         250,000        2,500         --           --      189,671         1,897     3,850,664    (3,946,164)

  Series B Preferred Stock
   issued in acquisition of
   Kina'Ole (unaudited)             --           --    500,000        5,000           --            --      (189,776)           --

  Common stock issued for
   professional services at
   $1.50 per share
   (unaudited)                      --           --         --           --      250,000         2,500       372,500            --

  Common stock issued in
   exchange for accounts
   payable at $0.07 per
   share (unaudited)                --           --         --           --    1,050,000        10,500        62,000            --

Common stock issued as
   incentive for debt
   financing at $0.30 per
   share (unaudited)                --           --         --           --       50,000           500        14,500            --
                             ---------  -----------  ---------  -----------  -----------   -----------   -----------   -----------
Balance Forward                250,000  $     2,500    500,000  $     5,000    1,539,671   $    15,397   $ 4,109,888   $(3,946,164)
                             ---------  -----------  ---------  -----------  -----------   -----------   -----------   -----------
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       5
<PAGE>




                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
           Consolidated Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>
                                 Preferred Stock,         Preferred Stock,
                                   Series "A"                Series "B"              Common Stock
                             ----------------------  ----------------------  -------------------------    Additional
                                                                                                           Paid-In      Accumulated
                               Shares      Amount      Shares      Amount       Shares       Amount        Capital       Deficit
                             ---------  -----------  ---------  -----------  -----------   -----------   -----------   -----------
<S>                          <C>        <C>                     <C>              <C>       <C>           <C>           <C>
  Balance Forward                250,000 $    2,500     500,000  $     5,000    1,539,671 $    15,397   $ 4,109,888   $(3,946,164)

  Common stock issued as
   incentive for debt
   financing at $0.36 per
   share (unaudited)                  --         --          --           --       25,000         250         8,750            --

  Common stock issued for
   extinguishment of debt and
   for professional services
   at $0.36 per share
   (unaudited)                        --         --          --           --    3,000,000      30,000     1,050,000            --

  Common stock issued for
   extinguishment of debt and
   for professional services
   at $0.36 per share
   (unaudited)                        --         --          --           --    3,000,000      30,000     1,050,000            --

  Warrants issued to
   Related parties for
   professional services
   rendered (unaudited)               --         --          --           --           --          --       640,601            --

  Common stock issued to
   related parties for
   conversion of warrants
   at $0.03 per share
   (unaudited)                        --         --          --           --    1,600,000      16,000        32,000            --

  Sale of subsidiary (Kina'Ole
   Development Corporation)
   (unaudited)                        --         --    (500,000)      (5,000)          --          --       317,290            --
                              ---------- ---------- -----------  -----------  ----------- -----------   -----------   -----------
Balance Forward                  250,000 $    2,500          --  $        --    9,164,671 $    91,647   $ 7,208,529   $(3,946,164)
                              ---------- ---------- -----------  -----------  ----------- -----------   -----------   -----------
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       6
<PAGE>


                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
           Consolidated Statements of Stockholders' Equity (Continued)


<TABLE>
<CAPTION>
                                 Preferred Stock,         Preferred Stock,
                                   Series "A"                Series "B"              Common Stock
                             ----------------------  ----------------------  -------------------------    Additional
                                                                                                           Paid-In      Accumulated
                               Shares      Amount      Shares      Amount       Shares       Amount        Capital       Deficit
                             ---------  -----------  ---------  -----------  -----------   -----------   -----------   -----------
<S>                          <C>        <C>                     <C>              <C>       <C>           <C>           <C>

Balance Forward                  250,000  $    2,500         --  $     --      9,164,671  $    91,647    $ 7,208,529   $(3,946,164)

Warrants issued to
   Related parties for
   professional services
   rendered (unaudited)               --          --         --        --             --           --        249,123            --

Net loss for the nine months
   ended September 30, 2003--
   (unaudited)                        --          --         --        --             --           --             --    (4,393,191)
                               ---------  ----------  ---------  --------  -  ----------  -----------    -----------   -----------
  Balance, September 30,
   2003 (unaudited)              250,000  $    2,500         --  $     --      9,164,671  $    91,647    $ 7,457,652   $(8,339,355)
                              ==========  ==========  =========  ========      =========  ===========    ===========   ===========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       7
<PAGE>


                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     For the Nine Months Ended
                                                                                           September 30,
                                                                                     2003                 2002
                                                                                 -----------          -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                              <C>                  <C>
   Net loss                                                                      $(4,393,191)         $   (59,691)
   Adjustments to reconcile net loss to net cash
     used by operations:
   Depreciation expense                                                                  151                   --
   Common stock issued for services                                                2,485,000               25,000
   Common stock issued as incentive for financing                                     24,000                   --
   Warrants issued for services                                                      889,724                   --
Changes in assets and liabilities:
   Decrease in interest receivable                                                        --               29,778
   Decrease in escrow receivable                                                          --               25,000
   Decrease in prepaid expenses and deposits                                           1,217                1,745
   (Increase) in construction in progress                                            (48,036)                  --
   Increase in accounts payable                                                      177,364                   --
   Increase (decrease) in accrued expenses                                           569,885              (29,861)
                                                                                 -----------          -----------

   Net Cash Used by Operating Activities                                            (293,886)              (8,029)
                                                                                 -----------          -----------

   CASH FLOWS FORM INVESTING ACTIVITIES

     Expenditures for the purchase of equipment                                       (1,008)                  --
     Investment in related party joint venture                                       (13,105)                  --
     Preferred stock issued in acquisition of Kina Ole Development Corp.              20,000                   --
     Cash disposed in sale of Kina Ole Development Corp.                              (3,618)                  --
     Cash acquired in acquisition of Kina Ole Development Corp.                       27,847                   --
                                                                                 -----------          -----------

       Net Cash Provided by Investing Activities                                      30,116                   --
                                                                                 -----------          -----------

   CASH FLOWS FROM FINANCING ACTIVITIES

   Bank overdraft                                                                     11,789
   Proceeds from related party loans                                                 202,215                   --
   Repayments of related party advances                                              (13,416)                  --
   Proceeds from the conversion of warrants                                           48,000                   --
   Repayment of notes payable                                                        (15,285)                  --
   Proceeds from notes payable                                                        25,848                   --
                                                                                 -----------          -----------

   Net Cash Provided by Financing Activities                                         259,151                   --
                                                                                 -----------          -----------

   NET DECREASE IN CASH                                                               (4,619)              (8,029)

   CASH AT BEGINNING OF PERIOD                                                         4,619               27,799
                                                                                 -----------          -----------

   CASH AT END OF PERIOD                                                         $        --          $    19,770
                                                                                 ===========          ===========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       8
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                    For the Nine Months Ended
                                                                                          September 30,
                                                                                   2003                 2002
                                                                                -----------          -----------


SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

CASH PAID FOR:
<S>                                                                             <C>                  <C>
   Interest                                                                     $       285          $        --
   Income taxes                                                                 $        --          $        --

NON-CASH FINANCING ACTIVITIES

   Common stock issued for services                                             $ 2,485,000          $    25,000
   Common stock issued as incentive for financing                               $    24,000          $        --
   Common stock issued for accounts payable                                     $    72,500          $        --
   Preferred stock issued for acquisition of Kina'Ole Development Corp.         $    20,000          $        --
   Warrants issued for services                                                 $   889,724          $        --



   In connection with the acquisition of Kina'Ole Development Corp.,
    assets acquired and liabilities assumed are as follows:

     Assets acquired, including cash acquired of $27,847                        $   972,673
     Liabilities assumed                                                         (1,177,449)
                                                                                -----------
                                                                                $  (204,776)


   In connection with the sale of Kina'Ole Development Corp.,
    assets disposed and liabilities transferred are as follows:

     Assets disposed, including cash disposed of $3,618                         $  (651,327)
     Liabilities transferred                                                      1,038,317
     Transaction costs                                                              (69,700)
                                                                                -----------
                                                                                $   317,290
                                                                                ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       9
<PAGE>



                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 1 -     BASIS OF FINANCIAL STATEMENT PRESENTATION

              The accompanying unaudited consolidated financial statements have
              been prepared by the Company pursuant to the rules and regulations
              of the Securities and Exchange Commission. Certain information and
              footnote disclosures normally included in financial statements
              prepared in accordance with accounting principles generally
              accepted in the United States of America have been condensed or
              omitted in accordance with such rules and regulations. The
              information furnished in the interim consolidated financial
              statements include normal recurring adjustments and reflects all
              adjustments, which, in the opinion of management, are necessary
              for a fair presentation of such financial statements. Although
              management believes the disclosures and information presented are
              adequate to make the information not misleading, it is suggested
              that these interim consolidated financial statements be read in
              conjunction with the Company's most recent audited financial
              statements and notes thereto included in its December 29, 2002
              Annual Report on Form 10-KSB. Operating results for the nine
              months ended September 30, 2003 are not necessarily indicative of
              the results that may be expected for the year ending December 31,
              2003.


NOTE 2 -      RELATED PARTY TRANSACTIONS

              During the period ended December 29, 2002, officers of the
              Company's subsequently wholly-owned subsidiary, Kina'Ole, and
              significant shareholders of the Company advanced Kina'Ole $50,144
              in cash and property. The advances were expected to be repaid upon
              the completion and sale of certain projects under construction,
              which were expected to be within the next twelve months. As the
              advances were short-term in nature, no interest was being charged
              or accrued. This obligation was transferred to the buyers of
              Kina'Ole on September 30, 2003. See Note 7.

              During the period ended December 29, 2002, the Company's
              subsequently wholly-owned subsidiary, Kina'Ole, entered into a
              joint venture agreement with a close relative of an officer and
              significant shareholder of the Company. The joint venture
              agreement provided for the construction of one home on land that
              had been contributed to the joint venture by the related party. As
              of September 30, 2003, and December 29, 2002, the Company's
              investment in the related party joint venture was $109,775 and
              $-0-, respectively. This investment was transferred to the buyers
              of Kina'Ole on September 30, 2003. See Note 7.

              During the fourth quarter of fiscal 2002, the Company's
              then-majority stockholder and CEO, Marc Douglas, entered into a
              Stock Purchase Agreement pursuant to which Douglas agreed to sell,
              through a series of transactions, all 250,000 shares of the
              Company's Series A Preferred Stock owned by him. The shares were
              sold to Michael Sessions and John Meyers in exchange for a
              $150,000 note payable. In conjunction with the sale of the Douglas
              Preferred Stock, the then-current directors of the Company
              resigned from the Board and Michael Sessions and John Meyers were
              appointed to the Board. In addition, Michael Sessions was
              appointed to serve as the Company's CEO and Secretary and John
              Meyers was appointed to serve as the Company's COO and Treasurer.



                                       10
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 2 -      RELATED PARTY TRANSACTIONS (Continued)

              On January 31, 2003, the Company acquired 100% of the outstanding
              common stock of Kina'ole Development Corporation, a Hawaii
              corporation ("Kina'ole"), in exchange for 500,000 shares of the
              Company's Series B Convertible Preferred Stock. The Company
              acquired the Kina'ole shares from Michael Sessions and John
              Meyers, who, at the time of the acquisition, were officers and
              directors of the Company.

              On February 21, 2003, the Company entered into a Stock Purchase
              Agreement with its then-current directors, Michael Sessions and
              John Meyers, and Scott Siegel, whereby the Company agreed to issue
              1,050,000 shares of common stock to Mr. Siegel, and Michael
              Sessions and John Meyers transferred 250,000 personally held
              shares of Series A Preferred Stock to Mr. Siegel, all in exchange
              for the payment of approximately $72,500 in outstanding Company
              liabilities and $150,000 for outstanding personal liabilities owed
              by Michael Sessions and John Meyers to Marc Douglas. On March 5,
              2003, Sessions and Meyers resigned as directors of the Company and
              Mr. Siegel, who was not a related party to the Company at the time
              of the transaction, became a director of the Company and was
              appointed as CEO. Mr. Siegel resigned from these positions on July
              14, 2003.

              On March 5, 2003, 250,000 shares of common stock were issued to a
              Richard Dwyer for services performed pursuant to a verbal
              consulting agreement. Professional services expense amounting to
              $375,000 was recorded in the consolidated statement of operations
              for the nine month period ended September 30, 2003 related to this
              transaction based on the market price of the common stock on the
              date of issuance. At the time of the transaction, Mr. Dwyer was
              not a member of the Board of Directors, an officer of the Company,
              or a significant shareholder. On August 21, 2003, Mr. Dwyer was
              appointed as CEO of the Company.

              On May 9, 2003, the Company borrowed $20,000 from an individual.
              There was no formal note related to the borrowing. On June 17,
              2003, the Company repaid the advance through the issuance of
              55,556 shares of common stock valued at the current trading price
              of $0.36 per share. In addition to the repayment of the advance,
              the Company also issued 2,944,444 shares of common stock to the
              same individual for consulting services pursuant to a verbal
              consulting agreement. Professional services expense of $1,060,000
              was recorded in the consolidated statement of operations for the
              nine month period ended September 30, 2003 related to this
              transaction based on the market price of the common stock on the
              date of issuance. As a result of these transactions, the
              individual owns a significant portion of the Company's outstanding
              common stock, and as such, is considered to be a related party.

              On June 13, 2003, the Company borrowed $30,000 from Dr. Martin
              Peskin in the form of a note payable, which bears interest at
              8%per annum. Principal and interest on the note was due and
              payable in one lump sum on the maturity date of June 30, 2003. The
              proceeds of the note were used for working capital purposes. On
              June 17, 2003, the Company repaid the note through the issuance of
              83,833 shares of common stock valued at the current trading price
              of $0.36 per share. In addition to the repayment of the note, the
              Company also issued 2,916,667 shares of common stock to the same
              individual for consulting services rendered pursuant to a verbal
              consulting agreement.


                                       11
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 2 -      RELATED PARTY TRANSACTIONS (Continued)

              Professional services expense amounting to $1,050,000 was recorded
              in the consolidated statement of operations for the nine month
              period ended September 30, 2003 related to this transaction based
              on the market price of the common stock on the date of issuance.
              As a result of these transactions, the individual owns a
              significant portion of the Company's outstanding common stock, and
              as such, is considered to be a related party. Dr. Peskin was
              appointed as the Company's CEO on July 14, 2003, and resigned from
              this position on August 21, 2003.

              On June 19, 2003, the Company entered into consulting agreements
              with, Richard Dwyer and his brother, Mathew Dwyer. The consulting
              agreements provide for strategic planning services, and services
              relating to the identification, evaluation, structuring,
              negotiation, and closing of business acquisitions, and have a term
              of six months. In exchange for their services, the Company issued
              warrants to purchase 2,500,000 shares of common stock. The
              warrants have an exercise price of $0.03 per share and expire one
              year from the date of issuance. Of the 2,500,000 warrants,
              1,800,000 were exercisable immediately. The balance, warrants to
              purchase 700,000 shares of common stock, will vest on October 1,
              2003. Based on an exercise price of $0.03 per share, a current
              trading price of $0.36 per share, volatility of 397.8%, and a risk
              free interest rate of 3.45%, the warrants have a fair value of
              $0.36 per share, or $889,724 in total. Richard Dwyer was appointed
              as CEO of the Company on August 21, 2003. As such, his consulting
              agreement was terminated, and the entire value of the warrants
              issued to him were expensed in the current period. Professional
              services expense amounting to $640,601 was recorded in the
              consolidated statement of operations for the six month period
              ended June 30, 2003 related to these transactions. The balance, of
              $249,123 was recorded as expense during the three months ended
              September 30, 2003, as the term of Mathew Dwyer's agreement has
              expired and as his warrants have fully vested. Due to Richard
              Dwyer's appointment as CEO, and his relationship to Mathew Dwyer,
              both are considered to be related parties.

              During the nine months ended September 30, 2003, shareholders and
              board members have advanced the Company $48,522 in cash for
              operating expenses. The advances are considered to be short-term
              in nature and are not accruing interest. As of September 30, 2003,
              the Company has repaid $13,416 of the advances, leaving a related
              party loan balance of $35,106.

              During the nine months ended September 30, 2003 officers of the
              Company's wholly-owned subsidiary, Kina'Ole, and significant
              shareholders of the Company advanced the Kina'Ole $57,109 in cash.
              The advances were expected to be repaid upon the completion and
              sale of certain projects under construction, which was expected to
              be within the next twelve months. As the advances were short-term
              in nature, no interest was being charged or accrued. This
              obligation was transferred to the buyers of Kina'Ole on September
              30, 2003. See Note 7.

              On July 1, 2003, Richard Dwyer and Mathew Dwyer exercised warrants
              to purchase 1,600,000 shares of common stock in exchange for
              $48,000 in cash.




                                       12
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 4 -      OTHER SIGNIFICANT EVENTS

              Stock Split

              Effective January 27, 2003, the Company's Board of Directors
              approved a 1 for 10 reverse split of the Company's issued and
              outstanding common stock as well as a 1 for 10 reverse split of
              the number of authorized shares of common stock. As a result of
              the splitting of the issued and outstanding and authorized shares,
              the par value of the Company's stock was inversely increased by
              the same ratio, from $0.01 per share to $0.10 per share. The
              effect of the reverse stock split has been retroactively reflected
              in the consolidated financial statements for all periods
              presented.

              Increase in the Number of Authorized Common Shares Outstanding

              On May 2, 2003, the Company's Board of Directors approved an
              amendment to the Company's articles of incorporation that
              increased the authorized number of common shares outstanding from
              1,500,000 to 30,000,000. The amendment also decreased the par
              value of the Company's common stock from $0.10 to $0.01, the
              pre-split and historical par value. The effect of the decrease in
              par value has been retroactively reflected in the consolidated
              financial statements for all periods presented.

              During the second quarter, the Company determined that, due to an
              error in the interpretation of the series of events as described
              above, including the reverse stock split and the change in par
              value of the common stock, the disclosures relating to these items
              had been misstated in the December 29, 2002, audited consolidated
              financial statements, and in the March 30, 2003, quarterly
              consolidated financial statements. The effect of these
              misstatements was limited to a reclassification between the dollar
              value of common stock, and additional paid-in capital in the
              December 29, 2002, financial statements, and a misstatement of the
              number of authorized shares in the March 30, 2003, quarterly
              financial statements. These amounts have been reclassified to
              reflect the correct balances and figures as of September 30, 2003.

              Debt Issuances

              On April 29, 2003, the Company borrowed $5,000 in the form of a
              note payable which bears interest at 8%. Principal and interest on
              the Note is due and payable in one lump sum on the maturity date
              of August 15, 2003. The proceeds of the Note are being used for
              working capital purposes. In connection with the note, the Company
              issued 50,000 shares of its common stock to the holder as
              inducement to provide financing. The shares were valued at the
              trading price of the common stock as of the date of the note.
              Interest expense amounting to $15,000 was recorded in the
              consolidated statement of operations for the nine month period
              ended September 30, 2003 related to this transaction.




                                       13
<PAGE>



                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 4 -      OTHER SIGNIFICANT EVENTS (Continued)

              On June 4, 2003, the Company borrowed $15,000 in the form of a
              note payable which bears interest at 8%. Principal and interest on
              the Note is due and payable in one lump sum on the maturity date
              of August 4, 2003. The proceeds of the Note are being used for
              working capital purposes. In connection with the note, the Company
              issued 25,000 shares of its common stock to the holder as
              inducement to provide financing. The shares were valued at the
              trading price of the common stock as of the date of the note.
              Interest expense amounting to $9,000 was recorded in the
              consolidated statement of operations for the nine month period
              ended September 30, 2003 related to this transaction. The note was
              paid in full as of September 30, 2003.

              Consulting Agreement

              On August 18, 2003, the Company entered into a consulting
              agreement whereby the Company agreed to pay a $15,000 cash
              advisory fee in exchange for consulting services relating to the
              acquisition of target companies and the pursuit of capital
              funding. If the consulting firm successfully negotiates a business
              combination, a success fee of $75,000, or 6.0% of the transaction
              amount, whichever is greater, will be payable upon the first
              closing. If the consulting firm successfully negotiates a capital
              funding, a success fee of $75,000 or a percentage of the raised
              capital (from 1.0% to 7.0% depending on the type of financing
              obtained), whichever is greater, will be payable upon the first
              closing.

              Settlement of Lawsuit

              On June 9, 2003, the Company received notification of a potential
              lawsuit against the Company, Scott Siegel, Michael Sessions, John
              Meyers, and Matthew Dwyer by Mr. Marc Douglas, a former officer
              and director of the Company. Mr. Dwyer is a current officer and
              director of the Company; Mr. Siegel, Mr. Sessions, and Mr. Meyers
              are former officers and directors of the Company. According to the
              written notice, Mr. Douglas is alleging that: i) the Company
              wrongfully cancelled and wrote off a consulting agreement Mr.
              Douglas had with the Company, causing damages to Mr. Douglas in
              the amount of $160,000; and ii) that Mr. Dwyer breached his
              obligations under a promissory note which was secured by the
              250,000 shares of the Company's Series A Convertible Preferred
              Stock, and has caused Mr. Douglas damages in excess of $157,000.

              This lawsuit was settled on October 2, 2003, for a series of
              payments totaling $185,000. As of September 30, 2003, $20,000 of
              this settlement has been paid, with the remaining payments, of
              $165,000 to be paid in monthly installments over six months. The
              full amount of this obligation has been included in accrued
              liabilities.





                                       14
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 5 -      CONTINGENCIES

              On June 12, 2003, the Company received notification of a potential
              lawsuit against the Company, Scott Siegel, Neil Dolgin, W. Michael
              Sessions, and John W. Meyers by Richard A. Weiner and his family
              members ("Weiner Group"). The Weiner Group alleges they are
              shareholders of the Company. According to the written notice, the
              Weiner Group is alleging that: i) the Company's 1-for10 reverse
              stock split, effective January 27, 2003, was not done in
              accordance with Florida corporate law; and ii) there has been
              unlawful manipulation of the Company's stock. The Weiner Group
              claims the alleged wrongful reverse stock split and the alleged
              manipulation of the Company's stock have caused them damages in
              excess of $1,000,000. The Weiner Group is threatening to sue the
              Company for these alleged wrongful acts. The Company has not had
              an opportunity to fully evaluate the merits of the Weiner Group's
              claims. However, if the Weiner Group elects to file a lawsuit, the
              Company intends to vigorously defend itself against these claims.


NOTE 6 -      ACQUISITION OF KINA'OLE DEVELOPMENT CORPORATION

              On January 31, 2003, the Company acquired 100% of the outstanding
              common stock of Kina'ole Development Corporation, a Hawaii
              corporation ("Kina'ole"), in exchange for 500,000 shares of the
              Company's Series B Convertible Preferred Stock. Kina'ole is
              located in Lihue, Hawaii, and through arrangements with
              dealerships on each Hawaiian island, Kina'ole plans to sell
              manufactured homes to retail customers. The Company acquired the
              Kina'ole shares from Michael Sessions and John Meyers, who, at the
              time of the acquisition, were officers and directors of the
              Company. The 500,000 shares of Series B Preferred Stock where
              considered to have no value based on the fair value of the net
              assets of Kina'ole at the acquisition date. The combination was
              accounted for as a purchase, with the results of operations of
              Kina'ole included in the Company's consolidated statement of
              operations from the date of acquisition.


NOTE 7 -      SALE OF KINA'OLE DEVELOPMENT CORPORATION

              On September 30, 2003 the Company entered into an agreement with
              two shareholders to exchange the 500,000 outstanding shares of
              Series B Preferred Stock, held by the two shareholders, for all of
              the shares held by the Company of the wholly-owned subsidiary
              Kina'ole Development Corporation. In addition, upon settlement of
              a pending lawsuit (See Note 4) the Company agreed to issue 120,000
              additional shares of Common Stock to the two shareholders. Also,
              the Company agreed to pay certain obligations to the two
              shareholders in the amount of $13,500. All operating results of
              Kina'ole have been included in discontinued operations as of
              September 30, 2003. No tax benefit has been attributed to the
              discontinued operations.




                                       15
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 7 -      SALE OF KINA'OLE DEVELOPMENT CORPORATION (Continued)

              The following is a summary of the loss from discontinued
operations resulting from the sale of Kina'ole:

<TABLE>
<CAPTION>
                                                                               For the               For the
                                                                            Three Months           Nine Months
                                                                               Ended                 Ended
                                                                           September 30,          September 30,
                                                                                2003                  2003
                                                                        ------------------    ------------------
<S>                                                                     <C>                   <C>
              SALES, NET                                                $                -    $                -
                                                                        ------------------    ------------------

              EXPENSES

                Salaries and wages                                                  45,000               135,000
                General and administrative expense                                  20,101                47,214
                                                                        ------------------    ------------------

                   Total Expenses                                                   65,101               182,214
                                                                        ------------------    ------------------

              LOSS FROM OPERATIONS                                                 (65,101)             (182,214)
                                                                        ------------------    ------------------

              OTHER INCOME (EXPENSE)                                                     -                     -
                                                                        ------------------    ------------------

              NET LOSS FROM DISCONTINUED
                OPERATIONS                                              $          (65,101)   $         (182,214)
                                                                        ==================    ==================
</TABLE>



NOTE 8 -      GOING CONCERN

              The Company's financial statements are prepared using accounting
              principles generally accepted in the United States of America
              applicable to a going concern which contemplates the realization
              of assets and liquidation of liabilities in the normal course of
              business. The Company has not yet established an ongoing source of
              revenues sufficient to cover its operating costs. The ability of
              the Company to continue as a going concern is dependent on the
              Company obtaining adequate capital to fund operating losses until
              it becomes profitable. If the Company is unable to obtain adequate
              capital, it could be forced to cease operations.

              The Company's current plans going forward are to pursue the
              acquisition of undervalued and/or unused manufacturing assets. The
              Company has identified a number of opportunities, and is in very
              early discussions with potential acquisition candidates, but has
              not agreed to terms or entered into a binding letter of intent or
              similar agreement with any acquisition candidates. Management
              believes that, based upon the current operating plan of divesting
              the majority of the Company's ownership of Kina'ole and pursuing
              the acquisition of undervalued and/or unused manufacturing assets,
              the Company's existing working capital will not be sufficient to
              fund its acquisition activities and the ongoing expenses of a
              reporting company through December 28, 2003. If the Company is not
              successful in identifying and acquiring




                                       16
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 8 -      GOING CONCERN (Continued)

              undervalued and/or unused manufacturing assets which produce
              positive cash flows from operations, the Company may be forced to
              raise additional equity or debt financing to fund its ongoing
              obligations, seek protection under existing bankruptcy laws or
              cease doing business. If additional funds are raised through the
              issuance of equity securities, the percentage ownership of the
              Company's then-current stockholders would be diluted. If
              additional funds are raised through the issuance of debt
              securities, the Company will incur interest charges until the
              related debt is paid off. Management cannot provide any assurances
              that the Company will be successful in accomplishing any of its
              plans.


NOTE 9 -      SUBSEQUENT EVENTS

              Consulting Agreement Extension

              On October 2, 2003, the Company entered into a consulting services
              contract extension with Mathew Dwyer whereby his previous
              consulting agreement was extended for an additional six months. In
              exchange the Company granted Mr. Dwyer warrants to purchase an
              additional 750,000 shares of common stock at an exercise price of
              $0.03 per share.

              Consulting Agreement

              On October 8, 2003, the Company entered into a one-year consulting
              agreement whereby the consulting group agreed to provide
              consulting services relating to the acquisition of target
              companies and the pursuit of capital funding. If the consulting
              firm successfully negotiates a business combination, a success fee
              of $75,000, or 6.0% of the transaction amount, whichever is
              greater, will be payable upon the first closing. If the consulting
              firm successfully negotiates a capital funding, a success fee of
              $75,000 or a percentage of the raised capital (from 1.0% to 7.0%
              depending on the type of financing obtained), whichever is
              greater, will be payable upon the first closing. In addition, the
              Company has also agreed to pay 1,000,000 shares of common stock
              and warrants to purchase 1% of the Company's total outstanding
              common stock upon the successful completion of the private
              placement.

              Exercise of Warrants by Related Parties

              On October 9, 2003, Richard Dwyer, CEO, exercised warrants to
              purchase 100,000 shares of common stock in exchange for $3,000 in
              cash.

              On October 9, 2003 Mathew Dwyer exercised warrants to purchase
              900,000 shares of common stock in exchange for $27,000 in cash.



                                       17
<PAGE>



                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 9 -      SUBSEQUENT EVENTS (Continued)

              Stock Issuances

              On October 9, 2003, the Company issued 500,000 shares of common
              stock to a member of the Company's Board of Directors for services
              rendered. The shares were valued at $0.51 per share, which
              represents the trading price of the Company's common stock as of
              September 30, 2003. The Company has accrued $255,000 of
              professional fees related to these services as of September 30,
              2003.

              On October 9, 2003, the Company issued 125,000 shares of common
              stock to Mathew Dwyer, CEO, for services rendered during the first
              week of October 2003 relating to the execution of the asset
              purchase agreement(See below).

              On October 9, 2003, the Company issued 250,000 shares of common
              stock in conjunction with the asset purchase agreement (See
              below).

              On October 9, 2003, the Company issued 120,000 shares of common
              stock in conjunction with the sale of Kina'ole Development
              Corporation. See Note 7.

              Asset Purchase Agreement

              On October 13, 2003, the Company finalized an Asset Purchase
              Agreement with a corporation out of Florida for all of the rights
              and ownership of its technology, software, firmware accounts,
              marketing material used in its Factory/Automation Division. In
              exchange for the above assets the Company would issue 250,000
              restricted shares of common stock. The agreement carries a
              non-performance clause which if not obtained may cost the Company
              an additional $100,000.

              Acquisition of Total Identity Systems Corporation

              Effective on October 13, 2003, the Company completed an
              acquisition of all of the issued and outstanding shares of Total
              Identity Systems Corp., a New York corporation. Total Identity
              Systems is a privately held, Rochester, New York-based custom sign
              manufacturer servicing local, regional and national accounts.

              Initially, the Company purchased newly issued shares of Total
              Identity Systems in an amount equal to 60% of the issued and
              outstanding shares of Total Identity Systems. The purchase price
              for those shares was $1,000,000, of which $150,000 was paid at the
              closing and the balance is payable in three installments prior to
              December 31, 2003.

              Immediately following the acquisition, the Company purchased the
              remaining 40% interest in Total Identity Systems from Robert
              David, former CEO of Total Identity Systems. The purchase price
              for the 40% interest was $800,000, which is payable in monthly
              installments over a period of three years commencing in April
              2004. The $800,000 promissory note evidencing the purchase price
              has been guaranteed by Total Identity Systems. All of the shares
              purchased by the Company have been pledged to Mr. David as
              security for the Company's obligations under both stock purchase
              agreements. If the Company defaults in the payment of its
              obligations under either of


                                       18
<PAGE>

                      TOTAL IDENTITY CORP. AND SUBSIDIARIES
                          (Formerly TMI HOLDINGS, INC.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 9 -      SUBSEQUENT EVENTS (Continued)

              Acquisition of Total Identity Systems Corporation (Continued)

              the stock  purchase  agreements,  Robert David may  reacquire  the
              Total Identity Systems Corp. shares purchased by the Company.

              In connection with the acquisition, (a) Total Identity Systems
              entered into a three-year employment agreement with Charles Finzer
              to serve as the President of Total Identity Systems, and (b) the
              Company entered into a three-year employment agreement with Robert
              David to serve as a vice president of the Company. Total Identity
              Systems also entered into a ten-year lease with 2340 Townline Road
              Corporation, a company wholly owned by Robert David, covering the
              Rochester, New York facilities where Total Identity Systems
              currently operates. The lease has been guaranteed by the Company.

              The Company paid the $150,000 downpayment against the purchase
              price for the shares acquired from Total Identity Systems through
              a 12% convertible debenture in the principal amount of $150,000
              sold by the Company to Argilus Capital, LLC. The principal amount
              of the debenture is to be repaid on January 10, 2004 from the
              proceeds of a financing proposed to be placed by Argilus Capital;
              provided, that if the financing is not completed by January 10,
              2004, Argilus Capital's sole recourse for repayment of the
              debenture shall be from the proceeds of sale of 400,000 shares of
              the Company's common stock provided as additional consideration to
              Argilus Capital by a shareholder of the Company. Interest on the
              debenture is payable monthly, at the rate of 12% per annum,
              commencing November 1, 2003. Repayment of the debenture has been
              guaranteed by Richard R. Dwyer, President of the Company

              As a result of, and in anticipation of this transaction, the
              Company, on September 9, 2003, amended its articles of
              incorporation to formally change its name to Total Identity Corp.

              Resignation of Chief Executive Officer

              On November 14, 2003,  Richard Dwyer  submitted his resignation as
              President and CEO. The Company's Board of Directors then appointed
              Mr. Philip  Mistretta as the new  President,  CEO, and Chairman of
              the Board.  Mr.  Jeffery  Hoffman was appointed as the new CFO and
              Secretary of the Company. Mr. Dwyer was then appointed to serve as
              the Company's Executive Vice President.


                                       19

<PAGE>


Management's   Discussion  and  Analysis  of  Financial  Condition  or  Plan  of
Operations


The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.

Overview

As a result of the sale of its business units that was completed on August 27,
2001, the Company had no subsidiaries or active business operations during the
year ended December 29, 2002 and for the period ended January 31, 2003.
Accordingly, the accompanying consolidated Statement of Operations for the three
months ended September 30, 2003 and the accompanying Statement of Operations for
the three months ended September 30, 2002 reflect none of the Company's former
business operations.

On January 31, 2003, the Company acquired 100% of the outstanding stock of
Kina'ole Development Corporation, a Hawaii corporation ("Kina'ole"). Kina'ole is
located in Lihue, Hawaii, and through arrangements with dealerships on each
Hawaiian island, Kina'ole plans to sell manufactured homes to retail customers.
The Company acquired the Kina'ole shares from Sessions and Meyers, both of whom
were officers and directors of the Company at the time of the transaction. In
exchange for Kina'ole's shares, the Company issued Sessions and Meyers each
250,000 shares of the Company's Series B Convertible Preferred Stock.

On September 30, 2003 the Company entered into an agreement with two
shareholders to exchange the 500,000 outstanding shares of Series B Preferred
Stock, held by the two shareholders, for all of the shares held by the Company
of the wholly-owned subsidiary Kina'ole Development Corporation. All operating
results of Kina'ole have been included in discontinued operations as of
September 30, 2003. No tax benefit has been attributed to the discontinued
operations.

Report of Independent Certified Public Accountants

Our independent auditors have issued their report dated May 23, 2003 with an
explanatory paragraph stating that the audited financial statements of the
Company for the fiscal year ending December 29, 2002 have been prepared assuming
the Company will continue as a going concern.

Critical Accounting Policies
None



<PAGE>



Three Months Ended September 30, 2003

Revenues

The Company had no business operations during the fiscal year ended December 29,
2002 and there were no revenues for the three months ended September 30, 2003
and September 30, 2002, respectively.

Expenses

Total expenses increased $730,102 from $(45,585) for the three months of fiscal
2002 to $(775,687) for the three months of fiscal 2003. The $730,102 in total
expenses for the three months ended September 30, 2003, consisted of $505,033
for professional fees, $185,000 for Settlement expenses and $85,654 for general
and administration expenses and other costs associated with the Company's
ongoing Securities and Exchange Commission reporting obligations.

Net Losses

Net losses for the three-month period ended September 30, 2003 were $840,788 as
compared to $20,921 for the three-month period ended September 30, 2002. The
higher net loss figure for the three-months ended September 30, 2003 as compared
to the same period last year is a result of the increase in professional fees,
the Settlement expenses and the increase in general and administration expenses
discussed above partially offset by $24,664 of interest income recorded during
the three months ended September 30, 2002.

The basic and diluted loss per share for the quarter ended September 30, 2003,
based on a weighted average number of shares of 9,164,671 was $(.09) per share,
compared with the basic and diluted loss per share of $ (0.06) based on a
weighted average number of shares of 346,388 for the quarter ended September 30,
2002.

Nine Months Ended September 30, 2003

Revenues

The Company had no business operations during the fiscal year ended December 29,
2002 and there were no revenues for the nine months ended September 30, 2003 and
September 30, 2002, respectively.

Expenses


<PAGE>

Total expenses increased $4,052,905 from $(133,942) for the nine months of
fiscal 2002 to $(4,186,847) for the nine months of fiscal 2003. The $4,186,847
in total expenses for the nine months ended September 30, 2003, consisted of
$3,861,392 for professional fees, $185,000 for Settlement expenses and $140,455
for general and administration expenses and other costs associated with the
Company's ongoing Securities and Exchange Commission reporting obligations.

Net Losses

Net losses for the nine-month period ended September 30, 2003 were $4,393,191 as
compared to $59,691 for the nine-month period ended September 30, 2002. The
higher net loss figure for the three-months ended September 30, 2003 as compared
to the same period last year is a result of the increase in professional fees,
the Settlement expenses and the increase in general and administration expenses
discussed above partially offset by $74,251 of interest income recorded during
the nine months ended September 30, 2002.

The basic and diluted loss per share for the nine months ended September 30,
2003, based on a weighted average number of shares of 4,032,308 was $1.09 per
share, compared with the basic and diluted loss per share of $0.18 based on a
weighted average number of shares of 325,554 for the nine months ended September
30, 2002.


Liquidity and Capital Requirements

As of September 30, 2003, the Company had total current assets totaling $ 0. The
Company's total assets as of September 30, 2003 amounted to $ 0.

The Company's total liabilities were $787,556 as of September 30, 2003, all of
which are current, and stockholders' deficit amounted to $787,556.

As of September 30, 2003, the Company has $0 of working capital and is illiquid.
The Company has also suffered recurring losses from operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.

Management believes that, based upon the current operating plan, by divesting
the Company's ownership of Kina'ole and pursuing the acquisition of undervalued
and/or unused manufacturing assets, the Company's existing working capital will
not be sufficient to fund its acquisition activities and the ongoing expenses of
a reporting company through December 31, 2003. If the Company is not successful
in identifying and acquiring undervalued and/or unused manufacturing assets
which produce positive cash flows from operations, the Company may be forced to
raise additional equity or debt financing to fund its ongoing obligations, seek
protection under existing bankruptcy laws or cease doing business. If additional
funds are raised through the issuance of equity securities, the percentage of
ownership of the Company's then common stockholders would be diluted. If
additional funds are raised through the issuance of debt securities, the Company
will incur interest charges until the related debt is paid off.


<PAGE>

There can be no assurance that the Company will be able to identify and acquire
undervalued and/or unused manufacturing assets, which produce positive cash
flows from operations or raise any additional capital necessary to achieve its
current operating plan.


ITEM 3   Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date
within 90 days of the filing of this quarterly report (the "Evaluation Date"),
have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures were effective to ensure the timely collection,
evaluation and disclosure of information relating to the Company that would
potentially be subject to disclosure under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder. There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect the internal controls subsequent to the Evaluation
Date.

                                      PART
                                       II

ITEM 1 Legal Proceedings

Marc Douglas Threatened Litigation

On June 17, 2003, the Company was served with a lawsuit from Marc Douglas
against the Company, Scott Siegel, W. Michael Sessions, John W. Meyers, and
Matthew Dwyer by Mr. Marc Douglas, a former officer and director of the Company.
Mr. Siegel is a current director of the Company; Mr. Sessions and Mr. Meyers are
former officers and directors of the Company and current officers and directors
of the Company's subsidiary. According to the written notice, Mr. Douglas is
alleging that: i) the Company wrongfully cancelled and wrote off a consulting
agreement Mr. Douglas had with the Company, causing damages to Mr. Douglas in
the amount of $160,000; and ii) that Mr. Matt Dwyer, a former owner of 250,000
shares of the Company's Series A Convertible Preferred Stock, breached his
obligations under a promissory note which was secured by the 250,000 shares of
the Company's Series A Convertible Preferred Stock, and has caused Mr. Douglas
damages in excess of $157,000.

On July 2, 2003 Marc Douglas obtained an emergency hearing to seek an Injunction
or force the Company into Receivership. The Court granted a Temporary Injunction
against the Company from issuing any additional securities, creating any new
class of securities, preventing Scott Siegel from transferring, selling, or
voting the 250,000 shares of series "A" shares or Preferred Stock. The Company
is filing the necessary documents to obtain a hearing to remove the Injunction
and believes it will be successful in having the Injunction lifted and removed
from the lawsuit all together.


<PAGE>

This lawsuit was settled on October 2, 2003, for a series of payments totaling
$185,000. As of September 30, 2003, $20,000 of this settlement has been paid,
with the remaining payments, of $165,000 to be paid in monthly installments over
six months. The full amount of this obligation has been included in accrued
liabilities. The Injunction that had been in effect against the Company was
removed on October 7, 2003.

Richard A. Weiner Threatened Litigation

On June 12, 2003, the Company received notification of a potential lawsuit
against the Company, Scott Siegel, Neil Dolgin, W. Michael Sessions, and John W.
Meyers by Richard A. Weiner and his family members ("Weiner Group"). The Weiner
Group alleges they are shareholders of the Company. According to the written
notice, the Weiner Group is alleging that: i) the Company's 1-for10 reverse
stock split, effective January 27, 2003, was not done in accordance with Florida
corporate law; and ii) there has been unlawful manipulation of the Company's
stock. The Weiner Group claims the alleged wrongful reverse stock split and the
alleged manipulation of the Company's stock have caused them damages in excess
of $1,000,000.

The Weiner Group has threatened to sue the Company for these alleged wrongful
acts. The Company has not had an opportunity to fully evaluate the merits of the
Weiner Group's claims. However, if the Weiner Group elects to file a lawsuit,
the Company intends to vigorously defend itself against these claims.

GeneralMatters

The Company is from time to time involved in other various pending or threatened
legal actions. The litigation process is inherently uncertain and it is possible
that the resolution of such matters might have a material adverse effect upon
the financial condition and/or results of operations of the Company. However, in
the opinion of the Company's management, matters currently pending or threatened
against the Company are not expected to have a material adverse effect on the
financial position or results of operations of the Company.


ITEM 2 Changes in Securities and Use of Proceeds

On February 21, 2003, the Company  entered into a Stock Purchase  Agreement with
its then-current directors,  Mr. W. Michael Sessions and John W. Meyers, and Mr.
Scott Siegel,  whereby the Company  agreed to issue  1,050,000  shares of common
stock  (1,050,000 has been issued to date),  restricted in accordance  with Rule
144, to Mr. Siegel, and Mr. Sessions and Mr. Meyers  transferred  250,000 shares
of Series A  Preferred  Stock to Mr.  Siegel,  all in  exchange  for Mr.  Siegel
agreeing to pay  approximately  $72,500 in outstanding  Company  liabilities and
$150,000 for  outstanding  amounts owed by Mr.  Sessions and Mr.  Meyers to Marc
Douglas.  On March 5, 2003, Mr. Sessions and Mr. Meyers resigned as directors of
the Company and Mr.  Siegel,  who was not a related  party to the Company at the
time of the transaction,  became an officer and director of the Company on March
5, 2003. The issuance was exempt from  registration  pursuant to Section 4(2) of
the  Securities  Act of 1933 as it was a  transaction  not  involving  a  public
offering.


<PAGE>

On July 1, 2003, Richard Dwyer and Mathew Dwyer exercised warrants to purchase
1,600,000 shares of common stock in exchange for $48,000 in cash.

On September 30, 2003 the Company entered into an agreement with two
shareholders to exchange the 500,000 outstanding shares of Series B Preferred
Stock, held by the two shareholders, for all of the shares held by the Company
of the wholly-owned subsidiary Kina'ole Development Corporation. In addition,
the Company agreed to issue 120,000 additional shares of Common Stock to the two
shareholders. These shares were subsequently issued on October 9, 2003.


ITEM 3 Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4 Submission of Matters to a Vote of Security Holders

On May 9, 2003, the Company filed a PRE 14C Proxy Statement on May 20, 2003 the
Company filed a DEF 14C then a DEFR 14C on June 12, 2003. The Proxy notice was
for the NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2003
9:00 AM, Pacific Standard Time, at the Courtyard Marriott located at 620 North
University Drive, Coral Springs, Florida 33071, to consider and act upon the
following proposals, as described in the accompanying Information Statement:

       1.     To elect  three  (3)  directors  to serve  until  the next  Annual
              Meeting of Shareholders  and thereafter until their successors are
              elected and qualified;

       2.     To  amend  the  Articles  of   Incorporation  of  the  Company  to
              effectuate  an increase  in the number of shares of the  Company's
              authorized common stock to 30 million shares;

       3.     To adopt the Second  Restated  Articles of  Incorporation  for the
              purpose of  consolidating  previous  amendments  to the  Company's
              Articles of Incorporation;

       4.     To approve the TMI Holdings, Inc. 2003 Qualified Securities Plan;


<PAGE>

       5.     To ratify the TMI  Holdings,  Inc. 2003  Non-Qualified  Securities
              Plan;

       6.     To approve the Second Restated Bylaws of TMI Holdings, Inc.;

       7.     To ratify the  appointment  of Berkowitz Dick Pollack & Brant LLP,
              Certified  Public  Accountants,  as  independent  auditors  of the
              Company for the fiscal year ending December 31, 2003; and

       8.     To transact  such other  business as may properly  come before the
              meeting or any adjournments thereof.

All the above listed items were approved and ratified by the Board on the 17th
of June, 2003 after the shareholders meeting.

ITEM 5 Other Information

ITEM 6 Exhibits and Reports on Form 8-K

(a)      Exhibits

       99.1  Certification  Pursuant  to 18  U.S.C.,  Section  1350,  as Adopted
       Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

(b)    On June 17, 2003 the Company  entered  into  consulting  agreements  with
       Richard  Dwyer for  Marketing  and with  Matthew P.  Dwyer for  Mergers &
       Acquisitions. The agreements are for a 6 months period with an option for
       the Company to extend them an additional 6 months.

       Reports on Form 8-K

(c)    On  January  9,  2003,  the  Company  filed a Current  Report on Form 8-K
       regarding a series of  transactions  resulting  in a change in control of
       the Company from Mr. Marc Douglas to Mr. Michael  Session and Mr. John W.
       Meyers.

       On February 11, 2003,  the Company  filed a Report on Form 8-K  regarding
       the Company's  acquisition of 100% of the  outstanding  stock of Kina'ole
       Development  Corp. In this Form 8-K the Company stated it would be filing
       a subsequent  Report on Form 8-K, which would include audited  historical
       and pro forma  financial  statements for Kina'ole.  The Company filed the
       amended  Form 8-K with the  audited  historical  and pro forma  financial
       statement for Kina'ole on June 11, 2003.

(d)    On February 21, 2003, the Company entered into a Stock Purchase Agreement
       with Mr. Sessions,  Mr. Meyers, and Mr. Scott Siegel, whereby the Company
       agreed to issue  1,050,000  shares of common  stock  (1,000,000  has been
       issued  to  date)  to  Mr.  Siegel,  and  Mr.  Sessions  and  Mr.  Meyers
       transferred a total of 250,000 shares of Series A Preferred  Stock to Mr.
       Siegel,  all in exchange  for Mr.  Siegel  agreeing to pay  approximately
       $72,500 in outstanding  Company  liabilities and $150,000 for outstanding
       amounts owed by Mr. Sessions and Mr. Meyers to Marc Douglas.  On March 5,
       2003,  Mr.  Sessions and Mr. Meyers  resigned as directors of the Company
       and Mr. Siegel, who was not a related party to the Company at the time of
       the February 21, 2003 transaction,  became an officer and director of the
       Company on March 5, 2003.


<PAGE>

(e)    On  August  19,  2003 the  Company  filed a  Current  Report  on Form 8-K
       regarding a change in auditors.  The Company  terminated its relationship
       with Berkowitz  Dick Pollack and Brant and retained HJ & Associates,  LLP
       as their new auditors.

(f)    On October 28, 2003 the Company  filed a Report on Form 8-K regarding the
       Company's  acquisition of 100% of the outstanding stock of Total Identity
       Systems,  Inc. In this Form 8-K the  Company  stated it would be filing a
       subsequent Report on Form 8-K, which would include audited historical and
       pro forma financial statements for Total Identity Systems.

ITEM 7 Subsequent Events

(a)    On October 2, 2003 the Company entered into an agreement with Mr. Douglas
       to settle the action  brought  against the Company.  On October 7, 2003 a
       Joint  Stipulation  for  Settlement was filed in the Circuit Court of the
       17th Judicial Circuit in Broward County Florida.

(b)    On October 13, 2003 the Company  completed  an  acquisition  agreement to
       acquire Total Identity Systems, Inc.

(c)    On October 13,  2003,  the  Company  completed  an Asset  Purchase of the
       Factory Automation Division of Hi*Tech Electronics Displays, Inc.

(d)    On November 14, 2003 Richard  Dwyer stepped down as CEO,  President,  but
       stayed on with the company as Executive Vice  President.  Through a Board
       meeting held via  conference  call Mr. Philip  Misttreta was elected CEO,
       President and Chairman of the Board.  Mr. Jeffery  Hoffman was elected as
       CFO and Secretary of the Company.


<PAGE>

                                  CERTIFICATION
                 OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER

         I, Richard Dwyer, Chief Executive Officer and Chief Financial Officer
of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of TMI Holdings, Inc.;


2. Based on my knowledge, this quarterly 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 quarterly 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 quarterly 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 Rule 13a-14 and 15d-14) for the registrant and 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 quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly 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 fulfilling the equivalent

         (i) 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

         (ii) any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's internal controls;
and

6. The registrant's their certifying officers and I have indicated in this
quarterly 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.

Dated: November 13, 2003

       /s/ Richard Dwyer
       -------------------------------
       Chief Executive Officer and
       Chief Financial Officer