SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


  Date of Report (Date of earliest event reported):          DECEMBER 18, 2002


                               TMI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


            FLORIDA                    000-30011               65-0309540
       (State or other                (Commission           (I.R.S. Employer
jurisdiction of incorporation)        File Number)         Identification No.)


                         4463 PAHE'E STREET, SUITE 203-B
                                LIHUE, HI  96766
              (Address of principal executive offices)  (zip code)


                                 (808) 384-4622
              (Registrant's telephone number, including area code)


                       3141 W. HALLANDALE BEACH BOULEVARD
                              HALLANDALE, FL  33009
          (Former name or former address, if changed since last report.)


<PAGE>
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     On  October  28,  2002,  the  Company's  then-principal  shareholder,  Marc
Douglas,  entered  into a stock purchase agreement pursuant to which Mr. Douglas
agreed  to  sell,  through  a  series of transactions, all 250,000 shares of the
Company's  Series  A  Preferred  Stock  (the  "Preferred Stock") owned by him in
exchange  for  a  promissory  note  to  Mr.  Douglas  in the principal amount of
$150,000.00  due  120  days  from  the closing.  The  Preferred  Stock  sold  by
Mr. Douglas represented 100% of  the  outstanding  Preferred  Stock  and,  after
cancellation  of  the  1,567,167 shares of Common Stock owned by Mr. Douglas and
his  affiliates  as discussed below, represents 56% of the voting control of the
Company.  The  closing  for  the  sale  took  place upon the satisfaction of all
closing  conditions  on  December  18,  2002.

     In  conjunction  with  the  sale  of  Mr.  Douglas'  Preferred  Stock,  the
then-current  directors  of  the  Company  resigned  from  the Board and William
Michael  Sessions  and John W. Meyers were appointed to the Board.  In addition,
Mr.  Sessions  was appointed to serve as the Company's CEO and Secretary and Mr.
Meyers  was  appointed  to  serve  as  the  Company's  COO  and  Treasurer.

     In  connection  with  the  sale  of  his  Preferred Stock, Mr. Douglas also
cancelled  1,567,167  shares  of  the Company's Common Stock and all options and
warrants  to acquire the Company's Common Stock owned by him and his affiliates.
The  Company's new Board of Directors assigned to Mr. Douglas and his affiliates
$675,000  of  the  outstanding principal balance of the $1,175,000 Purchase Note
payable  to  the  Company  by an entity controlled by Mr. Douglas. In connection
with this transaction, the Company entered into a five-year consulting agreement
with  Mr.  Douglas  whereby  he  agreed  to provide the Company advice regarding
strategies  for  development  and expansion of the Company's business, including
with respect to mergers and acquisitions. As compensation for his services under
the consulting agreement, the Company will assign the remaining $500,000 balance
of  the  Purchase  Note to Mr. Douglas over the five-year term of the consulting
agreement.

     As  a  result there has been both a change of voting control of the Company
and  a  change  in  its  management,  including  its  Board  of  Directors.

     The  Company  has  filed  a Schedule 14f-1 with the SEC that describes this
transaction  and  the change in control of the Company, and has mailed a copy of
this  filing  to all of the Company's shareholders in accordance with applicable
SEC  regulations.  Certain  non-material  changes  were made to the terms of the
transaction  prior  to  its  closing,  and  documents  filed as exhibits to this
Current  Report  on  Form  8-K  reflect  those changes.  For further information
regarding  the sale of the Preferred Stock and change in control of the Company,
reference  is  hereby  made  to  the  Schedule  14f-1  and  the exhibits hereto.


                                        2
<PAGE>
ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

ITEM  5.          OTHER  EVENTS

     Effective  December  18,  2002,  the Company changed its mailing address to
4463  Pahe'e  Street,  Suite  203-B,  Lihue,  HI  96766,  telephone number (808)
384-4622.

     Effective  December  18,  2002, William Michael Sessions and John W. Meyers
were  appointed  to  the  Board  of  Directors of the Company.  In addition, Mr.
Sessions  was  appointed  to  serve  as  the Company's CEO and Secretary and Mr.
Meyers  was  appointed  to  serve  as  the  Company's  COO  and  Treasurer.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

ITEM  NO.     DESCRIPTION
---------     -----------

10.1  (1)     Stock Purchase Agreement dated as  of  October  28,  2002  between
              Marc  Douglas  and  Matthew  P.  Dwyer

10.2          Letter  from  Marc  Douglas  to Matt Dwyer dated December 18, 2002

10.3          Promissory Note of Matthew P. Dwyer in favor of Marc Douglas dated
              as  of  November  22,  2002

                                        3
<PAGE>

10.4          First  Addendum to Promissory Note of Matthew P. Dwyer in favor of
              Marc  Douglas  dated  December  16,  2002

10.5          Exhibit  C,  Current  Liabilities, to the Stock Purchase Agreement
              dated as of October 28, 2002  between  Marc  Douglas  and  Matthew
              P. Dwyer

10.6          Stock  Pledge  Agreement  dated  as  of  November 22, 2002 between
              Matthew  P.  Dwyer  and  Marc  Douglas

10.7          Escrow  Agreement dated as of November 22, 2002 between Matthew P.
              Dwyer, Marc  Douglas,  and  Broad  and  Cassell  as  escrow  agent

10.8          Securities  Assignment  and  Cancellation  Agreement  dated  as of
              November  22,  2002  between  TMI  Holdings,  Inc.,  Marc Douglas,
              Douglas Family Holdings, Inc., Douglas Family Limited Partnership,
              and Thrift Ventures, Inc.

10.9          Consulting  Agreement  dated  as of November 22, 2002 between Marc
              Douglas  and  TMI  Holdings,  Inc.

10.10         Stock  Purchase  Agreement  dated  as of November 7, 2002  between
              Matthew P. Dwyer, John W. Meyers, and  William  Michael  Sessions

10.11         Promissory Note of John W. Meyers and William Michael Sessions  in
              favor of  Matthew  P.  Dwyer  dated  as  of  November  22,  2002.

10.12         First  Restated  Security Agreement dated as of December 16,  2002
              between John  W.  Meyers,  William  Michael Sessions, and Matthew
              P.  Dwyer

(1)     Incorporated  by  reference from our Form 10-QSB dated November 15, 2002
        as  filed  with  the  Commission  on  November  18,  2002.

                                        4
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  January  8,  2003               TMI  Holdings,  Inc.


                                        /s/  William  Michael  Sessions
                                        -------------------------------
                                        By:   William Michael Sessions
                                        Its:   Chief Executive Officer

                                        5
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 8183}]
{"company-data": {"conformed-name": "TMI HOLDINGS INC/FL", "cik": "0001016611", "assigned-sic": "5940", "irs-number": "650309540", "state-of-incorporation": "FL", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30011", "film-number": "03508369"}, "business-address": {"street1": "3141 W HALLANDALE BEACH BOULEVARD", "city": "HALLANDALE", "state": "FL", "zip": "33009", "phone": "954-985-8430"}, "mail-address": {"street1": "3141 W HALLANDALE BEACH BLVD", "city": "HANNANDALE", "state": "FL", "zip": "33009"}, "former-company": {"former-conformed-name": "THRIFT MANAGEMENT INC", "date-changed": "19960711"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported):          DECEMBER 18, 2002

                               TMI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            FLORIDA                    000-30011               65-0309540
       (State or other                (Commission           (I.R.S. Employer
jurisdiction of incorporation)        File Number)         Identification No.)

                         4463 PAHE'E STREET, SUITE 203-B
                                LIHUE, HI  96766
              (Address of principal executive offices)  (zip code)

                                 (808) 384-4622
              (Registrant's telephone number, including area code)

                       3141 W. HALLANDALE BEACH BOULEVARD
                              HALLANDALE, FL  33009
          (Former name or former address, if changed since last report.)
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     On  October  28,  2002,  the  Company's  then-principal  shareholder,  Marc
Douglas,  entered  into a stock purchase agreement pursuant to which Mr. Douglas
agreed  to  sell,  through  a  series of transactions, all 250,000 shares of the
Company's  Series  A  Preferred  Stock  (the  "Preferred Stock") owned by him in
exchange  for  a  promissory  note  to  Mr.  Douglas  in the principal amount of
$150,000.00  due  120  days  from  the closing.  The  Preferred  Stock  sold  by
Mr. Douglas represented 100% of  the  outstanding  Preferred  Stock  and,  after
cancellation  of  the  1,567,167 shares of Common Stock owned by Mr. Douglas and
his  affiliates  as discussed below, represents 56% of the voting control of the
Company.  The  closing  for  the  sale  took  place upon the satisfaction of all
closing  conditions  on  December  18,  2002.

     In  conjunction  with  the  sale  of  Mr.  Douglas'  Preferred  Stock,  the
then-current  directors  of  the  Company  resigned  from  the Board and William
Michael  Sessions  and John W. Meyers were appointed to the Board.  In addition,
Mr.  Sessions  was appointed to serve as the Company's CEO and Secretary and Mr.
Meyers  was  appointed  to  serve  as  the  Company's  COO  and  Treasurer.

     In  connection  with  the  sale  of  his  Preferred Stock, Mr. Douglas also
cancelled  1,567,167  shares  of  the Company's Common Stock and all options and
warrants  to acquire the Company's Common Stock owned by him and his affiliates.
The  Company's new Board of Directors assigned to Mr. Douglas and his affiliates
$675,000  of  the  outstanding principal balance of the $1,175,000 Purchase Note
payable  to  the  Company  by an entity controlled by Mr. Douglas. In connection
with this transaction, the Company entered into a five-year consulting agreement
with  Mr.  Douglas  whereby  he  agreed  to provide the Company advice regarding
strategies  for  development  and expansion of the Company's business, including
with respect to mergers and acquisitions. As compensation for his services under
the consulting agreement, the Company will assign the remaining $500,000 balance
of  the  Purchase  Note to Mr. Douglas over the five-year term of the consulting
agreement.

     As  a  result there has been both a change of voting control of the Company
and  a  change  in  its  management,  including  its  Board  of  Directors.

     The  Company  has  filed  a Schedule 14f-1 with the SEC that describes this
transaction  and  the change in control of the Company, and has mailed a copy of
this  filing  to all of the Company's shareholders in accordance with applicable
SEC  regulations.  Certain  non-material  changes  were made to the terms of the
transaction  prior  to  its  closing,  and  documents  filed as exhibits to this
Current  Report  on  Form  8-K  reflect  those changes.  For further information
regarding  the sale of the Preferred Stock and change in control of the Company,
reference  is  hereby  made  to  the  Schedule  14f-1  and  the exhibits hereto.

                                        2
ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

ITEM  5.          OTHER  EVENTS

     Effective  December  18,  2002,  the Company changed its mailing address to
4463  Pahe'e  Street,  Suite  203-B,  Lihue,  HI  96766,  telephone number (808)
384-4622.

     Effective  December  18,  2002, William Michael Sessions and John W. Meyers
were  appointed  to  the  Board  of  Directors of the Company.  In addition, Mr.
Sessions  was  appointed  to  serve  as  the Company's CEO and Secretary and Mr.
Meyers  was  appointed  to  serve  as  the  Company's  COO  and  Treasurer.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

ITEM  NO.     DESCRIPTION
---------     -----------

10.1  (1)     Stock Purchase Agreement dated as  of  October  28,  2002  between
              Marc  Douglas  and  Matthew  P.  Dwyer

10.2          Letter  from  Marc  Douglas  to Matt Dwyer dated December 18, 2002

10.3          Promissory Note of Matthew P. Dwyer in favor of Marc Douglas dated
              as  of  November  22,  2002

                                        3
10.4          First  Addendum to Promissory Note of Matthew P. Dwyer in favor of
              Marc  Douglas  dated  December  16,  2002

10.5          Exhibit  C,  Current  Liabilities, to the Stock Purchase Agreement
              dated as of October 28, 2002  between  Marc  Douglas  and  Matthew
              P. Dwyer

10.6          Stock  Pledge  Agreement  dated  as  of  November 22, 2002 between
              Matthew  P.  Dwyer  and  Marc  Douglas

10.7          Escrow  Agreement dated as of November 22, 2002 between Matthew P.
              Dwyer, Marc  Douglas,  and  Broad  and  Cassell  as  escrow  agent

10.8          Securities  Assignment  and  Cancellation  Agreement  dated  as of
              November  22,  2002  between  TMI  Holdings,  Inc.,  Marc Douglas,
              Douglas Family Holdings, Inc., Douglas Family Limited Partnership,
              and Thrift Ventures, Inc.

10.9          Consulting  Agreement  dated  as of November 22, 2002 between Marc
              Douglas  and  TMI  Holdings,  Inc.

10.10         Stock  Purchase  Agreement  dated  as of November 7, 2002  between
              Matthew P. Dwyer, John W. Meyers, and  William  Michael  Sessions

10.11         Promissory Note of John W. Meyers and William Michael Sessions  in
              favor of  Matthew  P.  Dwyer  dated  as  of  November  22,  2002.

10.12         First  Restated  Security Agreement dated as of December 16,  2002
              between John  W.  Meyers,  William  Michael Sessions, and Matthew
              P.  Dwyer

(1)     Incorporated  by  reference from our Form 10-QSB dated November 15, 2002
        as  filed  with  the  Commission  on  November  18,  2002.

                                        4
SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  January  8,  2003               TMI  Holdings,  Inc.

                                        /s/  William  Michael  Sessions
                                        -------------------------------
                                        By:   William Michael Sessions
                                        Its:   Chief Executive Officer

                                        5