UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

_________________

[X]    
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934           For
the Quarter Ended December 31, 2004               OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934          For the
transition period from ________ to ________

Commission
File Number 333-29903

TS&B
Holdings, Inc.(Exact name of small business issuer as specified in its charter)

|Utah                                                           | 30-0123229                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.)

7658 Municipal Drive, Orlando, Florida 32819 (Address of principal executive offices)

Registrants
telephone no., including area code: (407) 649-8325

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 [  ]

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.

|Class                         | Outstanding as of December 31, 2004
|----------------------------- | -----------------------------------
|Common Stock, $.001 par value | 205,370,575                        

# TS&B HOLDINGS, INC.

TABLE OF CONTENTS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------
|Item 1.   Business
      Item 2.   Properties
      Item 3.   Legal Proceedings                           
      Item 4.   Submission of Matters to a Vote of Security Holders                       
      Item 5.   Market for Registrant's Common Equity and Related Stockholders Matters
      Item 6.   Selected Financial Data               
      Item 7.   Management's Discussion and Analysis of Financial Condition and Result of            Operations.
      Item 7A.  Quantitative and Qualitative Disclosures About Market Risk                       
      Item 8.   Financial Statements and Supplementary Data         
      Signatures | Page
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     37

# Item 1. Business

Overview

On January 5, 2004 the Company
shareholders approved the proposal to allow the Company to adopt business development
company (BDC) status under the Investment Company Act of 1940 (1940
Act). A BDC is a specialized type of Investment Company under the 1940 Act. A BDC
may primarily be engaged in the business of furnishing capital and managerial expertise to
companies that do not have ready access to capital through conventional financial
channels; such companies are termed eligible portfolio companies. The Company
as a BDC, may invest in other securities, however such investments may not exceed 30% of
the Companys total asset value at the time of such investment. The Company filed its
BDC election with the SEC (Form N-54A) on January 13, 2004.

TS&B Holdings, Inc. provides
equity and long-term debt financing to small and medium-sized private companies in a
variety of industries throughout the United States. Our investment objective is to achieve
long-term capital appreciation in the value of our investments and to provide current
income primarily from interest, dividends and fees paid by our portfolio companies.

Portfolio Investments

The Company has investments in 8
controlled (portfolio) companies as of December 31, 2004.

1.    
          Cummings Financial Services, Inc.

Cummings Financial Services, Inc. is
a licensed mortgage broker licensed in the State of Florida. Glenn Cummings has been in
the mortgage brokerage business since 1993 as a mortgage loan originator with Household
Finance Corporation. In 1996 Mr. Cummings became licensed as an independent mortgage
broker. In 1999 Mr. Cummings signed a net branch agreement with Stockton, Turner, LLC.
Under the branch agreement, Mr. Cummings operated as Stockton, Turner, Cummings, Inc. In
2001 Glenn & Alicia Cummings formed Cummings Financial Services, Inc. and became a
correspondent lender. In May 2004, TS & B Holdings, Inc. acquired a 51% interest in
Cummings Financial Services, Inc.

2.    
          Home Savings Plan, Inc.

Home Savings Plan, Inc. is a Florida
corporation which sells to Cummings Financial Services, Inc. mortgage customers a
bi-weekly payment plan for mortgage payments. Home Savings, Plan, Inc. is 51% owned by the
Company.

3. Buehler Earth &
Waterworks, LLC

Buehler Earth and Waterworks
specializes in site development and infrastructure construction including, but not limited
to, clearing, earthwork, utility construction, storm drainage, curbs, sidewalks; roadwork
including sub-base, base and asphalt placement.

Buehler Earth and Waterworks mission
is to provide a full line of site construction and related services to the land/site
development industry (public/private) utilizing a team approach to deliver the highest in
quality work seeking expeditious performance without compromising either cost efficiency
or good safety practices.

Buehler Earth and Waterworks, LLC is
a Florida Limited Liability Corporation which the Company has a 51% interest.

Buehler Earth and Waterworks, LLC
owns 100% of BEW Landscape and Irrigation, LLC a Florida Limited Liability Corporation.
BEW Landscape and Irrigation provides plants and irrigation services on a wholesale and
retail basis to various customers throughout Florida.

Buehler Earth & Waterworks, LLC
owns 75% of Advance Pool Technologies, Inc. a Florida corporation. Advanced Pool
Technologies is a commercial pool qualifier licensed in Florida.

-3-

4.    
          Sports Nation, Inc.

Sports Nation, Inc. is involved in
all aspects of the sports memorabilia merchandising industry. Sports Nations
management has over 50 years of combined experience in product development, licensing,
mass merchandise, retail, and direct marketing & sales. Through years of specializing
in sourcing and selling the finest caliber sports memorabilia and collectible products,
Sports Nation has forged numerous strategic relationships with companies and individuals
in sports marketing, including agents and athletes, manufacturers, authenticators, and
retailers.

Sports Nation, Inc. is a Nevada
Corporation, which is owned 100% by the Company.

5.    
          TSB Financial Services, Inc.

TSB Financial Services, Inc. obtains
financing for various commercial real estate transactions thought strategic relationships
with outside funding sources. TSB Financial Services, Inc. serves customers nationally
from its headquarters in Orlando, Florida.

TSB Financial Services, Inc. is a
Florida Corporation, which is owned 100% by the Company.

6. Wellstone Acquisition
Corporation

Wellstone Acquisition Corporation is
a non-reporting Securities & Exchange Commission registrant. This Company had no
business activity for the six months ending December 31, 2004 and year ended June 30,
2004.

Wellstone Acquisition Corporation is
a Delaware corporation that is owned 66% by the Company.

7. TS&B Gaming and
Entertainment Corporation

TS&B Gaming and Entertainment
Corporation was formed on March 18, 2004 to invest in gaming, entertainment and other such
ventures. TS&B Gaming and Entertainment had no business activity through December 31,
2004.

TS&B Gaming & Entertainment
Corporation is a Florida corporation that is 100% owned by the Company.

8.     TS&B
          Ventures, Inc.

TS&B Ventures,  Inc. was formed on April 16, 2004 to seek private  investment into the Company's  various portfolio
companies.  TS&B Ventures, Inc. had no business activity through December 31, 2004.
TS&B Ventures, Inc.  is a Florida corporation that is 100% owned by the Company.

-4-

Other Investments

The Company has investments in two
other companies as of December 31, 2004.

1.    
          Gulf Coast Records, LLC

Gulf Coast Records, LLC is an
independent record label. Currently, Gulf Coast is developing recording artist Glenn
Cummings. Gulf Coast Records has recently released Glenn Cummings debut album entitled
BIG.

The Gulf Coast Records team includes,
H.L. Voelker who acted as production consultant on Glenns album, and Lisa Berg of
Berg & Associates directs Glenns press and publicity.

On June 30, 2004 Gulf Coast Records
formed Hare Scramble, LLC. Hare Scramble, LLC is a Florida Limited Liability Corporation
involved in music publishing and is 100% owned by Gulf Coast Records, LLC.

2.    
          KMA Capital Partners, Ltd.

KMA Capital  Partners,  Ltd. provides  business  consulting and financial  services to the Company and to small and
mid-cap companies.

KMA  Capital  Partners,  Ltd. is a Florida  Limited  Partnership  which the  Company has a 25% limited  partnership
interest.

Valuation of Investments

The most significant estimate
inherent in the preparation of the Companys consolidated financial statements is the
valuation of its investment and the related unrealized appreciation or depreciation.

Upon the Companys conversion to
a business development company, the Company employed independent business valuation
experts to value selected portfolio companies, which had significant activity in its first
two quarters as a business development company. The Board of Directors determined all
other portfolio companies and investments at fair market value under a good faith
standard.

Investments in Private
Companies

The Company provides privately
negotiated long-term debt and equity investment capital. The Company provides capital in
the form of debt with or without equity features, such as warrants or options, offered
referred to as mezzanine financing. In certain situations the Company may choose to take a
controlling equity position in a company. The Companys private financing is
generally used to fund growth, buyouts, and acquisitions and bridge financing.

As of December 31, 2004 the
Companys portfolio consisted 71.01% of equity securities and 28.99% of investments
or advances to controlled companies. The Companys private finance portfolio
currently includes investments in a wide variety of industries including, mortgage
brokerage, commercial site construction, wholesale and retail plant sales, a record
company, publishing company and financial services and sports memorabilia.

The Company funds new investments
using cash through the issuance of common stock. The Company intends to reinvest accrued
interest, dividends and management fees into its various investments. When the Company
acquires a controlling interest in a company, the Company may have the opportunity to
acquire the companys equity with its common stock. The issuance of its stock as
consideration may provide the Company with the benefit of raising equity without having to
access the public markets in an underwritten offering, including the added benefit of the
elimination of any underwriting commission.

As a business development company,
the Company is required to provide significant managerial assistance available to the
companies in its investment portfolio. In addition to the interest and dividends received
from the Companys private finance investments, the Company will often generate
additional fee income for the structuring, due diligence, transaction and management
services and guarantees we provide to its portfolio companies.

-5-

Governmental Regulation

Business Development
Company

A business development company is
defined and regulated by the 1940 Act. Although the 1940 Act exempts a business
development company from registration under the Act, it contains significant limitations
on the operations of a business development company.

A business development company must
be organized in the United States for the purpose of investing in or lending to primarily
private companies and making managerial assistance available to them. A business
development company may use capital provided by public shareholders and from other sources
to invest in long-term, private investments in businesses. A business development company
provides shareholders the ability to retain the liquidity of a publicly traded stock,
while sharing in the possible benefits, if any, of investing in primarily privately owned
companies. To qualify as a business development company, a company must:

| | o | Have registered a class of its equity securities or have filed a registration statement
with the Securities and Exchange Commission pursuant to Section 12 of the Securities and
Exchange Act of 1934
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Operate for the purpose of investing in securities of certain types of portfolio
companies, namely emerging companies and businesses suffering or just recovering from
financial distress
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Extend significant managerial assistance to such portfolio companies and
| | - | ------------------------------------------------------------------------

| | o | Have a majority ofdisinterested directors (as defined in the 1940 Act).
| | - | -------------------------------------------------------------------------

Generally, a business development
company must be primarily engaged in the business of furnishing capital and providing
managerial expertise to companies that do not have ready access to capital through
conventional financial channels. An eligible portfolio company is generally a domestic
company that is not an investment company (other than a small business investment company
wholly owned by a business development company), and that:

| | o | Does not have a class of securities registered on an exchange or included in the Federal
Reserve Boards over-the-counter margin list; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | o | Is actively controlled by a business development company and has an affiliate of a
business development company on its board of directors; or
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | o | Meets such other criteria as may be established by the Securities and Exchange Commission
| | - | -----------------------------------------------------------------------------------------

Control under the 1940 Act is
presumed to exist where a business development Company beneficially owns more than 25% of
the outstanding voting securities of the portfolio company.

The 1940 Act prohibits or restricts
companies subject to the 1940 Act from investing in certain types of companies such as
brokerage firms, insurance companies, investment banking firms and investment companies.

-6-

As a business development company,
the Company may not acquire any asset other than qualifying assets unless, at
the time the Company makes the acquisition, the value of its qualifying assets represent
at least 70% of the value of its total assets. The principal categories of qualifying
assets relevant to our business are:

| | o | Securities purchased in transactions not involving any public offering, the issuer of
which is an eligible portfolio company;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | o | Securities received in exchange for or distributed with respect to securities described in
the bullet above or pursuant to the exercise of options, warrants or rights relating to
such securities; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Securities of bankrupt or insolvent companies that were eligible at the time of the
business development companys initial acquisition of their securities but are no
longer eligible, provided that the business development company has maintained a
substantial portion of its initial investment in those companies.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Cash, cash items, government securities or high quality debt securities (within the
meaning of the 1940 Act), maturing in one year or less from the time of investment
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

A business development company is
permitted to invest in the securities of public companies and other investments that are
not qualifying assets, but those kinds of investments may not exceed 30% of the business
development companies total asset value at the time of the investment.

As a business development company,
the Company is entitled to issue senior securities in the form of stock or senior
securities representing indebtedness, including debt securities and preferred stock, as
long as each class of senior security has asset coverage of at least 200% immediately
after each such issuance.

The Company is also prohibited under
the 1940 Act from knowingly participating in certain transactions with its affiliates
without the prior approval of its board of directors who are not interested persons and,
in some cases, prior approval by the Securities and Exchange Commission.

A business development company must
make significant managerial assistance available to the issuers of eligible portfolio
securities in which it invests. Making available significant managerial assistance means
among other things, any arrangement whereby the business development company, through its
directors, officers or employees, offers to provide and, if accepted does provide,
significant guidance and counsel concerning the management, operation or business
objectives and policies of a portfolio company.

The Company may be periodically
examined by the Securities and Exchange Commission for compliance with the 1940 Act. As of
the date of this filing the Company has not been examined by the Securities and Exchange
Commission and has not been notified of a pending examination.

As with other companies regulated by
the 1940 Act, a business development company must adhere to certain substantive regulatory
requirements. A majority of its directors must be persons who are not interested persons,
as that term is defined in the 1940 Act. Additionally, the Company is required to provide
and maintain a bond issued by a reputable fidelity insurance company to protect us against
larceny and embezzlement. Furthermore, as a business development company, the Company is
prohibited from protecting any director or officer against any liability to the Company or
our shareholders arising from willful malfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such persons office.

The Company maintains a Code of
Ethics that establishes procedures for personal investment and restricts certain
transactions by its personnel. The Companys Code of Ethics generally does not permit
investment by its employees in securities that may be purchased or held by the Company.
The Code of Ethics is filed as an exhibit to this 10Q, which will be on file at the SEC

The Company may not change the nature
of its business so as to cease to be, or withdraw our election as, a business development
company unless authorized by vote of a majority of the outstanding voting
securities, as defined in the 1940 Act, of its shares. A majority of the outstanding
voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or
more of such companys shares present at a meeting if more than 50% of the
outstanding shares of such company are present and represented by proxy or (ii) more than
50% of the outstanding shares of such company. Since the Company elected to become a
business development company election, it has not made any substantial change in the
nature of its business.

-7-

Regulated Investment
Company

The Company has not elected to be
taxed as a regulated investment company under Subchapter M of the Internal Revenue Code of
1986.

Compliance with the Sarbanes-Oxley
Act of 2002 and NYSE Corporate Governance Regulations.

On July 30, 2002, President Bush
signed into law the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). The
Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly held
companies and their insiders. Many of these requirements will affect us. For example:

| | o | The Companys chief executive officer and chief financial officer must now certify
the accuracy of the financial statements contained in our periodic reports;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | The Companys periodic reports must disclose conclusions about the effectiveness of
its disclosure controls and procedures;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | o | The Companys periodic reports must disclose whether there were significant changes
in its internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | The Company may not make any loan to any director or executive officer and may not
materially modify any existing loans.
| | - | ------------------------------------------------------------------------------------------------------------------------

The Sarbanes-Oxley Act has required
the Company to review its current policies and procedures to determine whether it complies
with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. The Company
will continue to monitor its compliance with all future regulations that are adopted under
the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in
compliance.

Employees

As of December 31, 2004 the Company
had six employees.

Risk Factors and Other
Considerations

Investing in the Companys
common stock involves a high degree of risk. Careful consideration should be given to the
risks described below and all other information contained in this Quarterly Report,
including our financial statements and the related notes and the schedules as exhibits to
this Quarterly Report.Limited Operating History as a Business Development Company
Which May Impair Your Ability to Assess Our Prospects.Prior to January 2004 the
Company had not operated as a business development company under the Investment Company
Act of 1940. As a result the Company has limited operating results under this regulatory
framework that can demonstrate either its effect on our business or managements
ability to manage the Company under these frameworks. In addition, the Companys
management has no prior experience managing a business development company. The Company
cannot assure that management will be able to operate successfully as a business
development company.

-8-

Because there is generally no
established market for which to value its investments, the Companys board of
directors determination of the value of our investments may differ materially from
the values that a ready market or third party would attribute to these investments.

Under the 1940 Act the Company is
required to carry its portfolio investments at market value, or, if there is no readily
available market value, at fair value as determined by the board. The Company is not
permitted to maintain a general reserve for anticipated loan losses. Instead, the Company
is required by the 1940 Act to specifically value each individual investment and to record
any unrealized depreciation for any asset that has decreased in value. Because, there is
typically no public market for the loans and equity securities of the companies in which
it invests, the Companys board will determine the fair value of these loans and
equity securities pursuant to its valuation policy. These determinations of fair value may
necessarily be somewhat subjective. Accordingly, these values may differ materially from
the values that would be determined by a party or placed on the portfolio if there existed
a market for our loans and equity securities.Investing in Private Companies Involves a
High Degree of Risk.

The Companys portfolio consists
of primarily long-term loans to and investments in private companies. Investments in
private businesses involve a high degree of business and financial risk, which can result
in substantial losses and accordingly should be considered speculative. There is generally
no publicly available information about the companies in which the Company invests, and
the Company relies significantly on the due diligence of its employees and agents to
obtain information in connection with its investment decisions. If the Company is unable
to uncover all material information about these companies, it may not make a fully
informed investment decision and the Company may lose money on its investments.

In addition, some smaller businesses
have narrower product lines and market shares that their competition, and may be more
vulnerable to customer preferences, market conditions or economic downturns, which may
adversely affect the return on, or the recover of, the Companys investment in such
business If the Industry Sectors in which the Companys Portfolio is Concentrated
Experience Adverse Economic or Business Conditions, Our Operating Results may be
Negatively Impacted.

The Companys customer base is
primarily in the Manufacturing and Distribution; Product Marketing and Sales;
Construction; Financial Services; and Sports, Entertainment & Gaming; and Management
Services industry sectors. These customers can experience adverse business conditions or
risks related to their industries. Accordingly, if the Companys customers suffer due
to these adverse business conditions or risks or due to economic slowdowns or downturns in
these industry sectors the Company will be more vulnerable to losses in its portfolio and
our operating results may be negatively impacted.

Some of these companies may be unable
to obtain financing from public capital markets or from traditional credit sources, such
as commercial banks. Accordingly, advances made to these types of customers may entail a
higher degree of risk than advances made to customers who are able to utilize traditional
credit sources. These conditions may also make it difficult for us to obtain repayment of
our loans.

Economic downturns or recessions
may impair the Companys customers ability to repay our loans, harm our
operating result.Many of the companies in which the Company has made or will make
investments may be susceptible to economic slowdowns or recessions. An economic slowdown
may affect the ability of a company to engage in a liquidity event. The Companys
non-performing assets are likely to increase and the value of its portfolio is likely to
decrease during these periods. These conditions could lead to financial losses in its
portfolio and a decrease in its revenues, net income and assets.

The Companys business of making
private equity investments and positioning them for liquidity events also may be affected
by current and future market conditions. The absence of an active senior leading
environment may slow the amount of private equity investment activity generally. As a
result, the pace of the Companys investment activity may slow. In addition,
significant changes in the capital markets could have an effect on the valuations of
private companies and on the potential for liquidity events involving such companies. This
could affect the amount and timing of gains realized on its investments.

-9-

The Companys Borrowers May
Default on Their Payments, Which May Have an Effect on Financial Performance.Some of
these companies may be unable to obtain financing from public capital markets or from
traditional credit sources, such as commercial banks. Accordingly, advances made to these
types of customers may entail a higher degree of risk than advances made to customers who
are able to utilize traditional credit sources. These conditions may also make it
difficult for the Company to obtain repayment of its loans. Numerous factors may affect a
borrowers ability to repay its loan; including the failure to meet is business plan,
a downturn in its industry, or negative economic conditions. Deterioration in a
borrowers financial condition and prospects may be accompanied by determination in
any related collateral.

If the Company Fails to Manage Its
Growth, its Financial Results Could be Adversely Affected.

The Company has expanded its
operations and strategic relationships at a rapid pace. The Companys growth has
placed and continues to place significant strain on its management systems and resources.
The Company must continue to refine and expand its marketing capabilities, its management
of the investing process, access to financing resources and technology. As the Company
grows, it must continue to hire, train, supervise and manage new employees. The Company
may not develop sufficient lending and administrative personnel and management and
operating systems to manage its expansion effectively. If the Company is unable to manage
its growth, operations could be adversely affected and our financial results could be
adversely affected. The Companys Private Finance Investments May Not Produce
Current Returns or Capital Gains.The Companys private finance investments are
typically structured as debt securities with a relatively high fixed rate or interest and
with equity features such as conversion rights, warrants or other options. As a result,
the Companys private finance investments are generally structured to generate
interest income from the time they are made and may also produce a realized gain from an
accompanying equity feature. The Company cannot be sure that its portfolio will generate a
current return or capital gain.

The Company Operates in a
Competitive Market for Investment Opportunities

The Company competes for investments
with a large number of private equity funds and mezzanine funds, investment banks and
other equity and non-equity based investment funds, and other sources of financing,
including traditional financial services companies such as commercial banks. Some of its
competitors have greater resources than the Company. Increased competition would make it
more difficult for the Company to purchase or originate investments at attractive prices.
As a result of this competition, sometimes the Company may be precluded from making
otherwise attractive investments.

Investing in the Companys
Stock Is Highly Speculative and an Investor Could Lose Some or All of the Amount InvestedThe value of the Companys common stock may decline and may be affected by
numerous market conditions, which could result in the loss of some or the entire amount
invested in its shares. The securities markets frequently experience extreme price and
volume fluctuations, which affect market prices for securities of companies generally, and
very small capitalization companies in particular. The price of its common stock may be
higher or lower than the price you pay for your shares, depending on many factors, some of
which are beyond are control and may not be directly related to our operating performance.
These factors include the following:

| | o | Price and volume fluctuations in the overall stock
market from time to time;
| | - | ----------------------------------------------------------------------------

| | o | Significant volatility in the market price and trading volume
of securities of business development companies
or other financial service companies;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Changes in the regulatory policies or tax guidance
with respect to business development companies;
| | - | --------------------------------------------------------------------------------------------------

| | o | Actual or anticipated changes in our
earnings or fluctuations in our operating results or changes in the experience
of securities analysts;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

-10-

The Companys
Business Depends on Key Personnel

The Company depends on the continued
service of its executive officers and other key management personnel. If the Company were
to lose any of these officers or other management personnel, such a loss could result in
inefficiencies in the Companys operations and the loss of business opportunities.
The Company does not maintain any key man life insurance on any of its officers or
employees.

Changes in the Law or Regulations
That Govern the Company Could Have a Material Impact on its OperationsThe Company is
regulated by the Securities and Exchange Commission. In addition, changes in the laws or
regulations that govern business development companies may significantly affect its
business. Any changes in the law or regulations that govern its business could have a
material impact on operations. The Company is subject to federal, state and local laws and
regulations and is subject to judicial and administrative decisions that affect its
operations. If these laws, regulations or decisions change, or if the Company expands its
business into jurisdictions that have adopted more stringent requirements than those in
which it currently conduct business, the Company may incur significant expenses in order
to comply or might restrict operations.

# Item 2. Properties

The Companys principal offices
are located at 7658 Municipal Drive, Orlando, Florida. The office is equipped with an
integrated network of computers for word processing, financial analysis, accounting and
loan services. The Company believes its office space is suitable for its needs for the
foreseeable future.

# Item 3. Legal Proceedings

There are no material pending legal
proceedings to which the Company or any of its subsidiaries is a party or to which any of
its property is subject and, to the best of its knowledge, no such actions against the
Company are contemplated or threatened.

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

Not applicable.

-11-

# PART II

# Item 5. Market for
Registrants Common Equity and Related Stockholders Matters

TS&B Holdings, Inc. common stock,
par value, $.001 per share (Common Stock) is traded on the Over the Counter
NADAQ Electronic Bulletin Board (OTC) under the symbol TSBI.OB The
following table sets forth, for the period indicated, the range of high and low closing
prices reported by the OTC. Such quotations represent prices between dealers and may not
include markups, markdowns, or commissions and may not necessarily represent actual
transactions.

|               |  | HIGH | LOW               
|-------------- |  | ---- | ------------------
|               |  |      | 2004 Quarter Ended
|March 31st     |  |      |                   
|June 30th      |  |      |                   
|September 30th |  |      |                   
|December 31st  |  |      |                   
|               |  |      | 2003 Quarter Ended
|March 31st     |  |      |                   
|June 30th      |  |      |                   
|September 30th |  |      |                   
|December 31st  |  |      |                   
|               |  |      | 2002 Quarter Ended
|March 31st     |  |      |                   
|June 30th      |  |      |                   
|September 30th |  |      |                   
|December 31st  |  |      |                   

As of December 31, 2004 the
authorized capital of the company is 2,000,000,000 shares of common voting stock par value
$.001 per share. The Company also has authorized 10,000,000 shares and has issued and
outstanding 3,725,000 shares of Class A, no par, preferred stock. The Class A preferred
stock has conversion rights to the Companys common voting stock of 4-1. As of the
date of this report no preferred shares have been converted to common stock. The Company has authorized but not issued and additional 10,000,000
shares of Class B, no par, preferred stock. The Company has authorized and issued and
additional 10,000,000 shares of convertible Class C, .001 per share preferred stock. The
Class C preferred stock has conversion rights to the Companys common voting stock of
1-1. The Company has authorized but not issued an additional 10,000,000 shares of Class D, no par, preferred
stock.

# Item 6. Selected
Financial Data

The selected financial data should be read
in conjunction with the Companys Managements Discussion and Analysis of
Financial Condition and Result of Operations and the Financial Statements and notes
thereto. As discussed in Note A to the Financial Statements, the Company converted to a
Business Development Company effective January 5, 2004. The results of operations for the
year ended June 30, 2004 are divided into two periods, the Post Conversion as a
Business Development Company period and Pre-Conversion prior to becoming a
Business Development Company period. Different accounting principles are used in the
preparation of financial statements of a business development company under the Investment
Company Act of 1940 and, as a result, the financial results for periods prior to January
1, 2004 are not comparable to the period commencing on January 1, 2004 and are not
expected to be representative of its financial results in the future.

|                                           | Year Ended June 30, 2004 |  | Year Ended June  30, 2003 |           | Six Month Ended December 31, 2004 |   | Six Month Ended December 31, 2003
|------------------------------------------ | ------------------------ |  | ------------------------- | --------- | --------------------------------- | - | ---------------------------------
|Total Assets                               |                          |  | $                         | 3,574,738 |                                   | $ | 238,758                          
|                                           |                          |  |                           |           |                                   |   |                                  
|Total Liabilities                          |                          |  | $                         | 989,645   |                                   | $ | 472,422                          
|                                           |                          |  |                           |           |                                   |   |                                  
|Total Stockholders Equity (Deficit)        |                          |  | $                         | 2,585,093 |                                   | $ | (233,664                         
|                                           |                          |  |                           |           |                                   |   |                                  
|Revenue                                    |                          |  | $                         | 884,680   |                                   | $ | 46,200                           
|                                           |                          |  |                           |           |                                   |   |                                  
|Net Unrealized Appreciation (Depreciation) |                          |  | $                         | 1,644,589 |                                   | $ | - 0 -                            
|                                           |                          |  |                           |           |                                   |   |                                  
|Operating Income (Loss)                    |                          |  | $                         | 177,054   |                                   | $ | (1,588,423                       
|                                           |                          |  |                           |           |                                   |   |                                  

-12-

Item 7. Managements
Discussion and Analysis of Financial Condition and Result of Operations.

The following information should be
read in conjunction with our consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-Q. Forward Looking StatementsThis Form 10-Q including
the Managements Discussion and Analysis of Financial Condition and Results of
Operation contains forward-looking statements that involve substantial risk and
uncertainties. These forward-looking statements are not historical facts but rather are
based on current expectations, estimates and projections about the Companys
industry, beliefs, and assumptions. Such forward-looking statements involve risks and
uncertainties that could cause risks or outcomes to differ materially from those expressed
in the forward-looking statements. Forward-looking statements may include without
limitation statements relating to the Companys plans, strategies, objectives,
expectations and intentions and are intended to be made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995. Words such as
anticipates, expects, intends, plans,
believes, seeks, and estimates and variations of these
words and similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to certain risks,
uncertainties, and other factors, some of which are beyond our control and difficult to
predict and could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements including without limitation:

| | o | The state of securities markets in which the securities of the Companys portfolio
company trade or could be traded.
| | - | --------------------------------------------------------------------------------------------------------------------

| | o | Liquidity within the national financial markets.
| | - | ------------------------------------------------

| | o | Economic downturns or recessions may impair the Companys customers ability to
repay our loans and increase our non-performing assets.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

| | o | A contraction of available credit and/or inability to access the equity markets could
impair our lending and investment activities.
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| | o | The risks associated with the
possible disruption in the Companys operations due to terrorism and,
| | - | ---------------------------------------------------------------------------------------------------

| | o | The risks and
uncertainties described under the caption Risk Factors and Other
Considerationscontained
in Part I, Item I, which is incorporated herein by reference.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although the assumptions on which
these forward looking statements are based are reasonable, any of those assumptions also
could be incorrect. In light of these and other uncertainties, the inclusion of a
projection or forward-looking statements in this Quarterly Report should be regarded as a
representation of the Company that its plans and objectives will be achieved. Undue
reliance should not be placed on these forward-looking statements, which apply only as of
the date of this Quarterly Report.

Overview

TS&B Holdings, Inc. is a
financial service company providing financing and advisory services to small and
medium-sized companies throughout the United States. Effective January 5, 2004 the Company
shareholders approved the proposal to allow the Company to convert to a business
development company (BDC) under the Investment Company Act of 1940 (1940
Act).

The Companys investments in
portfolio companies typically range from $100,000 to $1,000,000. The Company invests
either directly in the equity of a company through equity shares or through a debt
instrument. The Companys debt instruments usual do not have a maturity of not more
than five years. Interest is either currently paid or deferred.

Investment opportunities are
identified for the Company by the management team. Investment proposals may, however, come
to the Company from many sources, and may include unsolicited proposals from the public
and from referrals from banks, lawyers, accountants and other members of the financial
community. The management team brings an extensive network of investment referral
relationships.

-13-

Critical Accounting
Policies and Estimates

The Company prepared its financial
statements in accordance with accounting principles generally accepted in the United
States of America for investment companies. For a summary of all of its significant
accounting policies, including the critical accounting policies, see Note A to the
consolidated financial statements in Item 8.

The increasing complexity of the
business environment and applicable authoritative accounting guidance requires the Company
to closely monitor its accounting policies. The Company has identified three critical
accounting policies that require significant judgment. The following summary of the
Companys critical accounting policies is intended to enhance your ability to assess
its financial condition and results of operation and the potential volatility due to
changes in estimates.

Valuation of Investments

At December 31, 2004 49.18% of the
Companys total assets represented investments recorded at fair value. Value as
defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities
for which a market quotation is readily available and (ii) for all other securities and
assets, fair value is determined in good faith by the board of directors. Since there is
typically no readily ascertainable market value for the investments in its portfolio, the
Company values substantially all of its investments at fair value as determined in good
faith by the board of directors pursuant to a valuation policy and consistent valuation
process. Because of the inherent uncertainty in determining the fair value of investments
that do not have a readily ascertainable market value, the fair value of its investments
determined in good faith by the board of directors may differ significantly from the
values that would have been used had a ready market existed for the investments, and the
differences could be material.

Initially, the fair value of each
such portfolio investment is based upon original cost. There is no single standard for
determining fair value in good faith. As a result, determining fair value requires the
judgment be applied to the specific facts and circumstances of each portfolio investment.
The Board of Directors considers fair value to be the amount which the Company may
reasonable expect to receive for portfolio securities when sold on the valuation date. The
Company analyzes and values each individual investment on a quarterly basis, and records
unrealized depreciation for an investment that it believes has become impaired, including
where collection of a loan or realization of an equity security is doubtful. Conversely,
the Company will record unrealized appreciation if it believes that the underlying
portfolio company has appreciated in value and, therefore, the Companys equity
security has also appreciated in value. Without a readily ascertainable market value and
because of the inherent uncertainty of valuation the fair value of the Companys
investments determined in good faith by the Board of Directors may differ significantly
from the values that would have been used had a ready market existed for the investments,
and the favorable or unfavorable differences could be material.

In the valuation process, the Company
uses financial information received monthly, quarterly, and annually from the portfolio
companies, which include both audited, and unaudited financial information supplied by
portfolio companies management. This information is used to determine financial condition,
performance and valuation of the portfolio investments. Valuation should be reduced if a
companys performance and potential have significantly deteriorated. If the factors,
which led to the reduction in valuation, are overcome, the valuation may be restated.

Another key factor used in valuation
the equity investments is recent arms-length equity transactions entered into by the
investment company that the Company utilizes to form a basis for its underlying value.
Many times the terms of these equity transactions may not be identical to those of the
Company and the impact on these variations as it relates to market value may be impossible
to quantify.

Any changes in estimated fair value
are recorded in our statements of operations as Net increase (decrease) in
unrealized (deprecation) appreciation.

-14-

Valuation of Equity
Securities

With respect to private equity
securities, each investment is valued using industry valuation benchmarks and then the
value is assigned a discount reflecting the illiquid nature of the investment, as well as
the Companys minority non-control positions. When an external event such as a
purchase transaction, public offering, or subsequent equity sale occurs, the pricing
indicated by the external event will be used to corroborate the Companys private
equity valuation. Securities that are traded in the over-the-counter market or on a stock
exchange will generally be valued at the prevailing bid price on the valuation date.
However, restricted and unrestricted publicly traded securities may be valued at discounts
from the public market value due to restrictions on sale, the size of its investment or
market liquidity concerns.

Valuation of Loans and
Debt Securities

As a general rule, the Company does
not value its loans or debt securities above cost, but loans and debt securities will be
subject to fair value write-down when the asset is considered impaired.

Financial Condition

The Companys total consolidated
assets increased by $482,899 or 13.6% to $4,033,212 from the prior quarter and $458,474 or
12.8% for the prior six months. The increase in total assets can be attributed to
continuing loans to the Companys portfolio companies.

The Companys financial
condition is dependent on the success of its portfolio holdings. It has invested a
substantial portion of its assets in small and medium-sized companies. These businesses
tend to be thinly capitalized, small companies that may lack experienced management. The
following summarizes the Companys investment portfolio as of December 31, 2004, the
Companys first year as a business development corporation

|                                            | December 31, 2004
|------------------------------------------- | -----------------
|Investment at Cost                          |                  
|                                           
|Unrealized (depreciation) appreciation, net |                  
|                                            |                  
|Investment at fair value                    |                  
|                                            |                  

The increase in unrealized appreciation is primarily
attributable to due to the increased in value placed on the Companys portfolio
investments.

During 2004, the Company valued its
equity and investment holdings in accordance with the established valuation policies (see
Valuation of Investments and Equity Holdings) above.

The cash and cash equivalents
approximated 1.99% of net assets as of December 31, 2004.

-15-

Results of Operations

The results of operations for the six
months and quarter ended December 31, 2004 reflect the Companys results as a
business development company under the Investment Company Act of 1940. The results of
operations prior to January 1, 2004 reflect the Companys results of operations prior
to operating as a business development company under the Investment Company Act of 1940.
The principal differences between these two reporting period relate to accounting for
investments and income taxes. See Note A to our Consolidated Financial Statements. In
addition, certain prior year items have been reclassified to conform to the current year
presentation as a business development company.

Dividends and Interest

Dividends and interest income on
investments for the six months ended December 31, 2004 and 2003 was $31,315 and $37,500
respectively. Dividends and interest income on investments for the quarter ended December
31, 2004 and 2003 was $17,622 and $18,750 respectively. The decrease in interest and
dividends was primarily due to the sources of income shifting from a transactional base
business to the Company receiving interest income from its portfolio companies.

Management Fees

Management fees for the six ended
December 31, 2004 and 2003 were $90,000 and $0 respectively. Management fees for the
quarter ended December 31, 2004 and 2003 were $45,000 and $0 respectively. The management
fees were primarily due to services rendered to Buehler Earth and Waterworks, LLC, Gulf
Coast Records, LLC., and Cummings Financial Services, Inc.

Operating Expenses

Total operating expenses for the six
months ended December 31, 2004 and 2003 was $1,112,838 and $382,982. A significant
component of total operating expenses was general and administrative expenses of $908,556
for the six months ended December 31, 2004 and $31,320 for the six months ended December
31, 2003. The increase in general and administrative expenses is primarily due to the
expenses of the Companys portfolio companies. A second component of total operating
expenses is professional fees of $170,463 for the six months ended December 31, 2004 and
$351,662 for the six months ended December 31, 2003.

Total operating expenses for the
quarter ended December 31, 2004 and 2003 was $478,195 and $289,644. A significant
component of total operating expenses was general and administrative expenses of $402,186
for the quarter ended December 31, 2004 and $13,512 for the quarter ended December 31,
2003. The increase in general and administrative expenses is primarily due to the expenses
of the Companys portfolio companies. A second component of total operating expenses
is professional fees of $58,655 for the quarter ended December 31, 2004 and $276,132 for
the quarter ended December 31, 2003.

-16-

Liquidity and Capital
Resources

At December 31, 2004 and June 30,
2004, the Company had $80,355 and $470,940 respectively in cash and cash equivalents. The
Companys objective is to have sufficient cash on hand to cover current funding
requirements and operations.

The Company expects its cash on hand
and cash generated from operations to be adequate to meet our cash needs at our current
level of operations, including the next twelve months. The Company generally funds new
originations using cash on hand and equity financing and outside investments.

Private Portfolio Company
Investments

The following is a list of the
private companies in which the Company had an investment in and the cost and fair market
value of such securities at December 31, 2004:

|Name of Company                           | Cost | FMV
|----------------------------------------- | ---- | ---
|Cummings Financial Services, Inc.         |      |    
|Buehler Earth & Waterworks, LLC           |      |    
|Sports Nation, Inc.                       |      |    
|Gulf Coast Records, LLC                   |      |    
|Home Savings Plan, Inc.                   |      |    
|TSB Financial Services, Inc.              |      |    
|Wellstone Acquisition Corporation         |      |    
|KMA Capital Partners, Ltd.                |      |    
|TS & B Gaming & Entertainment Corporation |      |    
|TS & B Ventures, Inc.                     |      |    
|                                          |      |    
|Total                                     |      |    
|                                          |      |    

Recent Developments

On September 30, 2004 TS & B
Gaming & Entertainment Corporation entered into a Letter of Intent with the majority
holder of JJ Whispers Group, Inc. to acquire a 51% equity interest for $275,300. The
Letter of Intent is null and void if TS & B Gaming & Entertainment does not invest
the $275,300 by January 28, 2005. The Company having completed its due diligence regarding
the investment into JJ Whispers Group, Inc. has determined that it is not in the best
interests of the Company to complete the proposed transaction. TS&B Gaming &
Entertainment Corporation and John Brown of JJ Whispers executed a mutual termination of
its Investment Agreement of September 30, 2004.

-17-

# Item 7A. Quantitative
and Qualitative Disclosures About Market Risk

The Companys investment
activities contain elements of risk. The portion of the Companys investment
portfolio consisting of equity or equity-linked debt securities in private companies is
subject to valuation risk. Because there is typically no public market for the equity and
equity-linked debt securities in which it invests, the valuation of the equity interest in
the portfolio is stated at fair value and determined in good faith by the
Board of Directors on a quarterly basis in accordance with the Companys investment
valuation policy.

In the absence of a readily
ascertainable market value, the estimated value of the Companys portfolio may differ
significantly from the value that would be placed on the portfolio if a ready market for
the investments existed. Any changes in valuation are recorded in the Companys
consolidated statement of operations as Net unrealized appreciation (depreciation)
on investment.

At times a portion of the
Companys portfolio may include marketable securities traded n the over-the-counter
market. In addition, there may be a portion of the Companys portfolio for which no
regular trading market exists. In order to realize the full value of a security, the
market must trade in an orderly fashion or a willing purchaser must be available when a
sale is to be made. Should an economic or other event occur that would not allow the
markets to trade in an orderly fashion the Company may not be able to realize the fair
value of its marketable investments or other investments in a timely manner.

As of December 31, 2004, the Company
did not have any off-balance sheet investments or hedging investments.

Impact of Inflation

The Company does not believe that its
business is materially affected by inflation, other than the impact inflation may have on
the securities markets, the valuations of business enterprises and the relationship of
such valuation to underlying earnings all of which will influence the value of the
Companys investments.

# Item 8. Financial
Statements and Supplementary Data

# Report of Independent
Reqistered Public Accountinq Firm

To the ShareholdersTS&B
Holdings, Inc. and SubsidiariesOrlando, Florida

We have reviewed the accompanying
consolidated balance sheet of TS&B Holdings Inc. and Subsidiaries as of December 31,
2004, and the related consolidated statements of operations, stockholders equity,
cash flows and investments for the three-month period then ended. These interim financial
statements are the responsibility of the Companys management.

We conducted our review in accordance
with the standards of the Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of applying analytical
procedures and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.

Based on our review, we are not aware
of any material modifications that should be made to the accompanying interim financial
statements for them to be in conformity with U.S. generally accepted accounting
principles.

| |  | BY: /S/ Baumann Raymondo & Company PA
Baumann Raymondo & Company PATampa, Florida
February 3, 2005
| |  | ----------------------------------------------------------------------------------------------------------------

-18-

TS & B HOLDINGS INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET JUNE
30, 2004 AND DECEMBER 31, 2004

|                                                           | 6/30/2004 |  | 12/31/2004
|---------------------------------------------------------- | --------- |  | ----------
|ASSETS                                                     |           | 
|Cash                                                       |           |  | $         
|Investments, at fair value                                 |           |  |           
|Accounts receivable, net of allowance of $80,000           |           |  |           
|Inventory                                                  |           |  |           
|Other assets                                               |           |  |           
|Fixed assets, net of accumulated depreciation              |           |  |           
|Goodwill                                                   |           |  |           
|Notes receivable, net of allowance of $80,000 and $5,643   |           |  |           
|Deferred income taxes                                      |           |  |           
|Security deposit                                           |           |  |           
|                                                           |           |  |           
|TOTAL ASSETS                                               |           |  | $         
|                                                           |           |  |           
|LIABILITIES AND STOCKHOLDERS' EQUITY                       |           | 
|LIABILITIES                                                |           | 
|Accounts payable and accrued expenses                      |           |  | $         
|Notes payables                                             |           |  |           
|Deferred income taxes                                      |           |  |           
|Capital leases payable                                     |           |  |           
|                                                           |           |  |           
|TOTAL LIABILITIES                                          |           |  |           
|                                                           |           |  |           
|STOCKHOLDERS' EQUITY                                       |           | 
|Class A - Preferred stock, no par value, 10,000,000 shares |           | 
|authorized, 3,725,000 issued and outstanding               |           |  |           
|Class B - Preferred stock, no par value, 10,000,000 shares |           | 
|authorized, none issued and outstanding                    |           |  |           
|Class C - Convertible preferred stock, $.001 par value     |           | 
|10,000,000 shares authorized, issued and outstanding       |           |  |           
|Class D - Preferred stock, no par value, 10,000,000 shares |           | 
|authorized, none issued and outstanding                    |           |  |           
|Common stock, $.001 par value, 2,000,000,000 shares        |           | 
|authorized 12,132,967 and 205,370,575 issued               |           | 
|and outstanding                                            |           |  |           
|Additional paid-in capital                                 |           |  |           
|Stock subscription receivable                              |           |  |           
|Accumulated deficit                                        |           |  |           
|Minority interest                                          |           |  |           
|                                                           |           |  |           
|TOTAL STOCKHOLDERS' EQUITY                                 |           |  |           
|                                                           |           |  |           
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 |           |  | $         
|                                                           |           |  |           

-19-

TS&B HOLDINGS INC. & SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS
FOR
THE SIX MONTHS ENDED DECEMBER 31, 2003 AND 2004

|                                             | 12/31/2003 |  | 12/31/2004
|-------------------------------------------- | ---------- |  | ----------
|REVENUES                                     |            |  | $         
|                                             |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|COST OF GOODS SOLD                           |            |  |           
|                                             |            |  |           
|OPERATING EXPENSES                           |            | 
|Depreciation and amortization                |            |  |           
|Professional fees                            |            |  |           
|General and administrative                   |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|NET OPERATING LOSS                           |            |  |           
|                                             |            |  |           
|NET UNREALIZED DEPRECIATION ON INVESTMENTS   |            |  |           
|                                             |            |  |           
|OTHER INCOME (EXPENSE)                       |            | 
|Interest Income                              |            |  |           
|Interest Expense                             |            |  |           
|Other                                        |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|(LOSS) BEFORE INCOME TAX                     |            |  |           
|DEFERRED INCOME TAX EXPENSE                  |            |  |           
|                                             |            |  |           
|LOSS BEFORE MINORITY INTEREST                |            |  |           
|MINORITY INTEREST                            |            |  |           
|                                             |            |  |           
|NET (LOSS)                                   |            |  |           
|                                             |            |  |           
|NET (LOSS) PER SHARE BASIC AND FULLY DILUTED |            |  | $         
|                                             |            |  |           
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING   |            |  |           
|                                             |            |  |           

-20-

TS &B HOLDINGS INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONSFOR
THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2004

|                                             | 12/31/2003 |  | 12/31/2004
|-------------------------------------------- | ---------- |  | ----------
|REVENUES                                     |            |  | $         
|                                             |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|COST OF GOODS SOLD                           |            |  |           
|                                             |            |  |           
|OPERATING EXPENSES                           |            | 
|Depreciation and amortization                |            |  |           
|Professional fees                            |            |  |           
|General and administrative                   |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|NET OPERATING LOSS                           |            |  |           
|                                             |            |  |           
|NET UNREALIZED DEPRECIATION ON INVESTMENTS   |            |  |           
|                                             |            |  |           
|OTHER INCOME (EXPENSE)                       |            | 
|Interest Income                              |            |  |           
|Interest Expense                             |            |  |           
|Other                                        |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|                                             |            |  |           
|(LOSS) BEFORE INCOME TAX                     |            |  |           
|DEFERRED INCOME TAX EXPENSE                  |            |  |           
|                                             |            |  |           
|LOSS BEFORE MINORITY INTEREST                |            |  |           
|MINORITY INTEREST                            |            |  |           
|                                             |            |  |           
|NET (LOSS)                                   |            |  |           
|                                             |            |  |           
|NET (LOSS) PER SHARE BASIC AND FULLY DILUTED |            |  | $         
|                                             |            |  |           
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING   |            |  |           
|                                             |            |  |           

-21-

TS &B HOLDINGS INC. & SUBSIDIARIES
 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDING DECEMBER 31, 2003 and 2004

|                                                                                           | 12/31/2003 |  | 12/31/2004
|------------------------------------------------------------------------------------------ | ---------- |  | ----------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                      |            |  |           
|NET (LOSS)                                                                                 |            |  | $         
|RECONCILIATION OF NET INCOME (LOSS) TO CASH FLOWS(USED IN)PROVIDED BY OPERATING ACTIVITIES |            | 
|Deferred income tax                                                                        |            |  |           
|Stock issued for services                                                                  |            |  |           
|Unrealized depreciation on investments                                                     |            |  |           
|Miniority interest                                                                         |            |  |           
|Depreciation and amortization                                                              |            |  |           
|Decrease (Increase) in receivable                                                          |            |  |           
|(Increase) in inventory                                                                    |            |  |           
|(Increase) in stock subscriptionreceivable                                                 |            |  |           
|(Increase) in other assets                                                                 |            |  |           
|Increase in accounts payable and accrued expenses                                          |            |  |           
|                                                                                           |            |  |           
|CASH FLOWS (USED IN) OPERATING ACTIVITIES                                                  |            |  |           
|                                                                                           |            |  |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                      |            | 
|(Increase) in notes receivable                                                             |            |  |           
|Purchase of propery and equipment                                                          |            |  |           
|Purchase of investments                                                                    |            |  |           
|                                                                                           |            |  |           
|CASH FLOWS (USED) IN PROVIDED BY INVESTING ACTIVITIES                                      |            |  |           
|                                                                                           |            |  |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                      |            | 
|Proceeds from note payable                                                                 |            |  |           
|Payment of note payable to related parties                                                 |            |  |           
|Payment of notes payable                                                                   |            |  |           
|Issuance of common stock                                                                   |            |  |           
|Issuance of preferred stock                                                                |            |  |           
|Distributions                                                                              |            |  |           
|                                                                                           |            |  |           
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                                |            |  |           
|                                                                                           |            |  |           
|NET INCREASE (DECREASE) IN CASH                                                            |            |  |           
|CASH, BEGINNING OF THE PERIOD                                                              |            |  |           
|                                                                                           |            |  |           
|CASH, END OF THE PERIOD                                                                    |            |  | $         
|                                                                                           |            |  |           

-22-

TS &B HOLDINGS INC. & SUBSIDIARIES
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS (DEFICIT) EQUITYFOR THE SIX MONTHS ENDED
DECEMBER 31, 2004

|                                                 | Preferred Stock | Common Stock | Additional
paid-in | Stock
Subscription | Accumulated
Income | Miniority |        |  | 
|------------------------------------------------ | --------------- | ------------ | ------------------ | ------------------ | ------------------ | --------- | ------ |  | 
|
|BALANCE JUNE 30, 2004                            |                 |              |                    | --                 |                    | $         | --     |  | 
|                                                 |                 |             
|STOCK ISSUED FOR PROFESSIONAL SERVICES           |                 |              |                    | 10,000,000         |                    |           | 10,000 |  | 
|                                                 |                 |             
|STOCK ISSUED FOR CASH                            |                 |              |                    | 0                  |                    |           | 0      |  | 
|                                                 |                 |             
|MINORITY INTEREST IN CONNECTION WITH INVESTMENTS |                 |              |                    | --                 |                    |           | --     |  | 
|                                                 |                 |             
|NET LOSS                                         |                 |              |                    | --                 |                    |           | --     |  | 
|                                                 |                 |              |                    |                    |                    |           |        |  | 
|                                                 |                 |             
|BALANCE DECEMBER 31, 2004                        |                 |              |                    | 10,000,000         |                    | $         | 10,000 |  | 
|                                                 |                 |              |                    |                    |                    |           |        |  | 

-23-

TS &B HOLDINGS INC. & SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS DECEMBER 31, 2004

|Portfolio
Company        | Industry | Title of
Securities
Held | Percentage of
Class Held | Cost | Fair Value
|------------------------ | -------- | ------------------------ | ------------------------ | ---- | ----------
|Sports Nation, Inc.      |          |                          | Sports                   |      |           
|                         |          |                          | Memorabilia              |      |           
|                         |          |                         
|TS&B Gaming &Ent         |          |                          | Gaming                   |      |           
|Corporation              |          |                          | Hotels                   |      |           
|                         |          |                         
|TSB Financial            |          |                          | Financial                |      |           
|Services                 |          |                          | Services                 |      |           
|                         |          |                         
|TSB Ventures, Inc.       |          |                          | Financial                |      |           
|                         |          |                          | Services                 |      |           
|                         |          |                         
|Wellstone                |          |                          | Financial                |      |           
|Acquisition Corp         |          |                          | Services                 |      |           
|                         |          |                         
|Buehler Earth &          |          |                          | Construction             |      |           
|Waterworks, LLC          |          |                          |                          |      |           
|                         |          |                         
|Gulf Coast Records, LLC  |          |                          | Music                    |      |           
|                         |          |                          |                          |      |           
|                         |          |                         
|Cummings Financail       |          |                          | Mortgage                 |      |           
|Services, Inc.           |          |                          | Broker                   |      |           
|                         |          |                         
|Home Savings, Plan, Inc. |          |                          | Financial                |      |           
|                         |          |                          | Servies                  |      |           
|                         |          |                         
|KMA Capital              |          |                          | Financial                |      |           
|Partners, LLC            |          |                          | Services                 |      |           
|                         |          |                          |                          |      |           
|                         |          |                         
|                         |          |                          |                          |      |           
|                         |          |                          |                          |      |           
|                         |          |                          |                          |      |           

-24-

# TS&B HOLDINGS,
INC. & SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 AND
2003

# NOTE A  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Company Activities

TS&B Holdings, Inc. &
Subsidiaries (the Company) was incorporated in the state of Utah in 1980.

On January 5, 2004 the Companys
shareholders consented to the proposal to allow the Company to adopt business development
company (BDC) status under the Investment Company Act of 1940 (1940
Act). A BDC is a specialized type of Investment Company under the 1940 Act. A BDC
may primarily be engaged in the business of furnishing capital and managerial expertise to
companies that do not have ready access to capital through conventional financial
channels; such companies are termed eligible portfolio companies. The Company
as a BDC, may invest in other securities, however such investments may not exceed 30% of
the Companys total asset value at the time of such investment. The Company filed its
BDC election with the SEC (Form N-54A) on January 13, 2004.

TS&B Holdings, Inc. provides
equity and long-term debt financing to small and medium-sized private companies in a
variety of industries throughout the United States. The Companys investment object
is to achieve long-term capital appreciation in the value of its investments and to
provide current income primarily from interest, dividends and fees paid by its portfolio
companies.

Basis of Presentation

The accompanying financial statements
include the Company and its wholly owned subsidiaries TSB Financial Services, Sports
Nation, Inc., TS & B Gaming & Entertainment Corporation, and TS&B Ventures,
Inc. The financial statements also include the Companys 66 2/3% interest in
Wellstone Acquisition Corporation and 51% interest in Cummings Financial Services, Inc.,
Buehler Earth & Waterworks, LLC and Home Savings Plan, Inc. All inter-company accounts
and transactions have been eliminated in consolidation.

Revenue Recognition

The Company recognizes revenue using
the accrual method of accounting. The accrual method provides for a better matching of
revenues and expenses.

The Company also accrues interest
income on loans made to various portfolio companies. The Company accrues the interest on
such loans until the portfolio company has the necessary cash flow to repay such interest.
If the Companys analysis of the portfolios companys performance
indicates that the portfolio company may not have the ability to pay the interest and
principal on a loan, the Company will make an allowance provision on that entity and in
effect cease recognizing interest income on that loan until all principal has been paid.
However, the Company will make exceptions to this policy if the investment is well secured
and in the process of collection.

For certain investment transactions
the Company provides management services and recognizes an agreed upon fixed monthly fee
and expenses.

-25-

# NOTE A  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising Costs

Advertising costs, except for costs
associated with direct-response advertising, are charged to operations when incurred.

Inventory

Inventory consists principally of
sports memorabilia, palm trees and plants. Such inventory is carried at the lower of cost
or market.

Use of Estimates

The preparation of financial
statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

Deferred Income Taxes

Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.

Net (Loss) Per Common
Share

Net (Loss) per common share is
computed using the weighted average of shares outstanding during the periods presented in
accordance with Statement of Financial Accounting Standards No. 128, Earnings Per
Share.

Cash and Cash Equivalents

For the propose of the statement of
cash flows, cash and cash equivalents includes time deposits with original maturities of
three months or less.

Segments

The Company operates as one segment
as defined by the Statement of Financial Accounting Standards No. 131 Disclosures about
Segments of an Enterprise and Related Information.

-26-

# NOTE A  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fixed Assets

Fixed assets are stated at cost. The
cost of equipment is charged against income over their estimated useful lives, using the
straight-line method of depreciation. Repairs and maintenance which are considered
betterments and do not extend the useful life of equipment are charged to expense as
incurred. When property and equipment are retired or otherwise disposed of, the asset and
accumulated depreciation is removed from the accounts and the resulting profit and loss
are reflected in income.

Goodwill and Other
Intangibles

The Company records Goodwill in
accordance with Statement of Financial Accounting Standards No.142, Goodwill and Other
Intangible Assets.Intangible assets such as goodwill are not amortized; instead the
Company will review the goodwill not less than annually to see if it has been impaired. If
an impairment has incurred, it will be recorded as an expense in that period.

# NOTE B  INVESTMENTS

Valuation of Investments

The most significant estimate
inherent in the preparation of the Companys consolidated financial statements is the
valuation of its investment and the related unrealized appreciation or depreciation.

Upon conversion to a BDC, the Company
engaged independent business valuation experts to value selected portfolio companies,
which had significant activity in the Companys first year as a BDC. The
Board of Directors states all other portfolio companies and investments at fair market
value as determined under a good faith standard.

The Company has investments in 8
controlled (portfolio) corporations as of December 31, 2004.

Cummings Financial
Services, Inc.

Cummings Financial Services, Inc. is
a mortgage broker licensed in the State of Florida and located in Brandon, Florida. Glenn
Cummings has been in the mortgage brokerage business since 1993 as a mortgage loan
originator with Household Finance Corporation. In 1996 Mr. Cummings became licensed as an
independent mortgage broker. In 1999 Mr. Cummings signed a net branch agreement with
Stockton, Turner, LLC. Under the branch agreement, Mr. Cummings operated as Stockton,
Turner, Cummings, Inc. In 2001 Glenn & Alicia Cummings formed Cummings Financial
Services, Inc. and became a correspondent lender. In May 2004, the Company acquired a 51%
interest in Cummings Financial Services, Inc.

The Company receives an ongoing
monthly management fee in the amount of $5,000 from Cummings Financial Services, Inc.

-27-

# NOTE B 
INVESTMENTS (CONTINUED)

Home Savings Plan, Inc.

Home Savings Plan, Inc. is a company
which sells to Cummings Financial Services, Inc mortgage customers a bi-weekly payment
plan for mortgage payments. The company was incorporated in 2001. Home Savings Plan, Inc.
is located in Brandon, Florida.

Home Mortgage Savings, Plan is owned
51% by the Company.

Buehler Earth &
Waterworks, LLC.

Buehler Earth & Waterworks LLC.
specializes in site development and infrastructure construction including, but not limited
to, clearing, earthwork, utility construction, storm drainage, curbs, sidewalks, roadwork
including sub-base, base and asphalt placement.

Buehler Earth & Waterworks LLC.
mission is to provide a full line of site construction and related services to the
land/site development industry (public/private) utilizing a team approach to deliver the
highest in quality work seeking expeditious performance without compromising either cost
efficiency or good safety practices.

Buehler Earth & Waterworks, LLC.
has a 100% interest in BEW Landscape & Irrigation, LLC. BEW Landscape &
Irrigation, LLC. provides plants and irrigation to wholesale and retail distribution
outlets.

Buehler Earth & Waterworks,  LLC has
a 75% interest in Advance Pool Technologies,  Inc. Advanced Pools  Technologies,  Inc. is
a Florida licensed commercial pool designer and qualifier.

Buehler Earth & Waterworks, LLC
is a Florida Limited Partnership which the Company has a 51% interest. In addition, the
Company receives an ongoing monthly management fee in the amount of $5,000.

Sports Nation, Inc.

Sports Nation, Inc. is involved in
all aspects of the sports memorabilia merchandising industry. Sports Nations
management has over 50 years of combined experience in product development, licensing,
mass merchandise, retail, and direct marketing & sales. Through years of specializing
in sourcing and selling the finest caliber sports memorabilia and collectible products,
Sports Nation has forged numerous strategic relationships with companies and individuals
in sports marketing, including agents and athletes, manufacturers, authenticators, and
retailers.

Sports Nation Inc is a Nevada
Corporation, which is owned 100% by the Company.

-28-

# NOTE B 
INVESTMENTS (CONTINUED)

TSB Financial Services,
Inc.

TSB Financial Services, Inc. also
obtains financing for various commercial real estate transactions through strategic
relationships with outside funding sources. TSB Financial Services, Inc. serves customers
nationally from its headquarters in Orlando, Florida.

TSB Financial Services, Inc. is a
Florida Corporation, which is owned 100% by the Company.

TS&B Gaming &
Entertainment Corporation

TS&B Gaming & Entertainment
Corporation was formed on March 18, 2004 to invest in gaming, hotels and other ventures.
TS&B Gaming & Entertainment Corporation has had minimal business activity through
December 31, 2004.

TS&B Gaming & Entertainment
Corporation is a Florida corporation that is 100% owned by the Company.

TS & B Ventures, Inc.

TS & B Ventures,  Inc. was formed in
April, 2004 to raise money from the private equity market.  TS&B Ventures,  Inc. has
had minimal business activity through December 31, 2004.

TS & B Ventures, Inc. is a
Florida corporation that is 100% owned by the Company.

Wellstone Acquisition
Corporation

Wellstone Acquisition Corporation is
a non-reporting Securities and Exchange Commission registrant. Wellstone Acquisition had
no business activity for the six month period ending December 31, 2004.

Wellstone Acquisition Corporation is
a Delaware corporation that is owned 66 2/3% by the Company.

Other Investments

The Company has investments in two
other companies as of December 31, 2004.

Gulf Coast Records, LLC

Gulf Coast Records, LLC is an
independent record label for recording artist Glenn Cummings. Glenn Cummings has released
his debut CD BIG and his first hit single by the same title.

-29-

# NOTE B 
INVESTMENTS (CONTINUED)

Gulf Coast Records, LLC is a Florida
Limited Partnership which the Company has a 49% limited partnership interest. In addition,
the Company receives an ongoing monthly management fee in the amount of $5,000.

KMA Capital Partners, Ltd.

KMA Capital Partners, Ltd. provides
business consulting and financial services to small and mid-cap companies.

KMA Capital Partners, Ltd. is a
Florida Limited Partnership in which the Company has a 25% interest.

# NOTE C  FIXED
ASSETS

Major categories of property and
equipment, including their useful lives are as follows at September 30, 2004:

|                                           | Cost | Useful Life
|------------------------------------------ | ---- | -----------
|Automobile&Trucks                          |      |            
|Machinery&Equipment                        |      |            
|Office&Computer Equipment                  |      |            
|Furniture&Fixtures                         |      |            
|Signage                                    |      |            
|Intangible Assets                          |      |            
|                                           |      |            
|                                           |      |            
|Less Accumulated Depreciation&Amortization |      |            
|                                           |      |            
|Net                                        |      |            
|                                           |      |            

Depreciation expense for the six
months and three months ended December 31, 2004 was $33,651 and $17,204 respectfully.

# NOTE D  STOCK
ISSUED FOR SERVICES

During the six months ended December
31, 2004 and December 31, 2003 the Company issued shares of the Companys common
stock and preferred stock for various professional consulting services. A summary of these
activities is as follows:

|                                 | 2004 | 2003 |  |          
|-------------------------------- | ---- | ---- |  | ---------
|
|Professional consulting services |      |      |  | 9,737,500
|                                 |      |      |  |          
|Total                            |      |      |  | 9,737,500
|                                 |      |      |  |          

The value assigned to the above
shares is based on the stocks traded market price on or about the date the shares
were issued. For the six months ended December 31, 2004 and 2003, the above amounts are
included in professional fees.

-30-

# NOTE E  STOCK
SUBSCRIPTION RECEIVABLE

In June 2001, the Ammonia Hold
entered into an acquisition agreement with Transatlantic Surety and Bond Co., Ltd. (Surety
& Bond), a United Kingdom corporation, for purchase of 30% of its outstanding stock.
Terms of the agreement provided for the following, among others:

| |  | A
purchase price of $1,250,000,  payable in the form of a convertible,  callable, secured,
 subordinated debenture          (see below);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| |  | Surety
& Bond shall, on a best efforts basis, raise debt funds, and acquire operating companies,
as defined;
| | - | ------------------------------------------------------------------------------------------------------------

| |  | Granted
stock purchase options to the Company for a three year period as follows:
| | - | ---------------------------------------------------------------------------------

| |  | 3,000,000 shares
at $1.50 per share and 3,000,000 shares at $3.50 per share
| |  | ---------------------------------------------------------------------------

The subordinated debenture noted
above was from a company affiliated with TSB Holdings, Inc. and bore interest at 6.0%. A
portion of the acquired shares were held in escrow pending Surety & Bond performing on
the debenture terms. Principal was payable at as follows:

|Date      | Amount
|--------- | ------
|June 2002 |       
|June 2003 |       
|June 2004 |       
|          |       
|          |       
|          |       

In addition, Surety & Bond had
the option after June 2004 to covert the debenture into stock of the affiliated company at
the then existing market price.

The option expired on June 30, 2004
and all interest owed on the stock subscription receivable was reversed in 2004.

# NOTE F  INCOME
TAXES

For the period ended December 31,
2004 and 2003, the following temporary differences give rise to the above deferred tax
benefits:

|                              | 2004 | 2003
|----------------------------- | ---- | ----
|Unrealized security gains     |      |     
|Net operating loss carryovers |      |     
|                              |      |     
|                              |      |     
|Total                         |      |     
|                              |      |     

At December 31, 2004 and 2003
deferred tax assets consist of the following:

-31-

# NOTE F  INCOME
TAXES (CONTINUED)

|                         | 2004 | 2003
|------------------------ | ---- | ----
|Deferred tax assets      |      |     
|Less valuation allowance |      |     
|                         |      |     
|                         |      |     
|                         |      |     

At December 31, 2004 the Company has
approximately $3,932,035 of tax net operating losses available for carryforward through
2023.

# NOTE G  COMMITMENTS

The Company and its wholly owed
subsidiaries and consolidated entities lease office and operating facilities under
short-term operating leases.

Rent expense for the six months ended
December 31, 2004 and 2003 was $33,555 and $13,760 respectively. Rent expense for the
quarter ended December 31, 2004 and 2003 was $21,241 and $4,267 respectively.

# NOTE H- CAPITAL LEASES
PAYABLE

The Company has capital lease
obligations as follows at December 31, 2004:

|                                                                                                                                                                                                            | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|The terms of the lease require a minimum  monthly  payment of $571.38,  which includes                                                                                                                      | 
|applicable taxes for sixty  month  starting  May 2002 and  bears  imputed  interest  rate                                                                                                                   | 
|of 15.175% collateralized by an eight-station computer system                                                                                                                                               | 
|                                                                                                                                                                                                            | 
|The terms of this lease requires a minimum monthly payment of $213.43,  which includes                                                                                                                      | 
|applicable taxes,  for  thirty-six  months  starting  in April,  2002 and bears an imputed  interest  rate of 19.5%                                                                                         | 
|                                                                                                                                                                                                            | 
|The terms of the lease require a minimum  monthly  payment of $294.25,  which includes  applicable
taxes for  thirty-six  months  starting  in  October  2003 and bears an imputed  interest  rate of 19.4% | 

The future minimum
payments under capital leases for each of the next five years are as follows:

|                                 | 
|-------------------------------- | 
|December 31, 2005                | 
|December 31, 2006                | 
|December 31, 2007 and thereafter | 

-32-

# NOTE I - NOTES PAYABLE

Notes payable as of
December 31, 2004 consisted of the following:

|                                                                                                                                                                                                                           | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|12% secured  interest only note payable to an individual with interest of $2,500 payable  monthly                                                                                                                          | 
|Note is payable in full on August 10, 2005                                                                                                                                                                                 | 
|                                                                                                                                                                                                                           | 
|6% unsecured  note payable to an individual  payable in 180 monthly  payments of $1,589.43.  Final installment is due on January 31, 2019                                                                                  | 
|                                                                                                                                                                                                                           | 
|11% secured  note payable to an  individual  payable in 12 quarterly  installments  of $16,666.67 Final  installment  is due June 1, 2007.  Collateralized  by  Company's 51%  interest in Cummings                        | 
|Financial Services, Inc.                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                           | 
|8% convertible  debentures  to  Javelin  Advisory  Group,  Inc.  due no later than  August, 2005
convertible  to 50% of the  closing bid price of the common  stock on the date the Company  issues such conversion notice | 
|                                                                                                                                                                                                                           | 
|6% unsecured interest only notes payable to an individual.  Interest accrues each month on note                                                                                                                            | 
|                                                                                                                                                                                                                           | 
|8% convertible  debenture to Yanzu,  Inc. due June 28, 2005  convertible into the common shares of the Company at $.0025 per share                                                                                         | 
|                                                                                                                                                                                                                           | 
|0% notes payable to equipment company payable in 6 monthly  installments of $6,497, due on October 2, 2005. Collateralized by equipment                                                                                    | 
|                                                                                                                                                                                                                           | 
|8% convertible  debenture to Sprout  Investments,  LLC due  convertible  into common shares of the Company at $.0020 per share                                                                                             | 
|                                                                                                                                                                                                                           | 
|18% secured  notes  payable to WFS  Financial  payable in 60 monthly  payments  of $397.90.  Final installment is due on April 15, 2008.  Collateralized by a 2000 Ford F-350 Truck                                        | 
|                                                                                                                                                                                                                           | 
|Total                                                                                                                                                                                                                      | 
|Less Current Portion                                                                                                                                                                                                       | 
|                                                                                                                                                                                                                           | 
|                                                                                                                                                                                                                           | 
|                                                                                                                                                                                                                           | 

-33-

At December 31, 2004, the future
maturities of notes payable are as follows:

|December 31,        | Amount
|------------------- | ------
|2005                |       
|2006                |       
|2007                |       
|2008                |       
|2009                |       
|2010 and thereafter |       
|                    |       
|                    |       
|                    |       

The Company paid $38,070 and $19,813
of interest expense for the six months and quarter ended December 31, 2004.

# NOTE J 
STOCKHOLDERS EQUITY

As of December 31, 2004 the
authorized capital of the company is 2,000,000,000 shares of common voting stock par value
$.001 per share. The Company also has authorized 10,000,000 shares and has issued and
outstanding 3,725,000 shares of Class A, no par, preferred stock. The Class A preferred
stock has conversion rights to the Companys common voting stock of 4-1.The Company
has authorized but not issued and additional 10,000,000 shares of Class B, no par,
preferred stock. The Company has authorized and issued an additional 10,000,000 shares of convertible Class C, .001 per share, preferred stock.  The Class C preferred stock
has conversion rights to the Company's common voting stock of 1-1.  If at any time or time to time, there is a capital reorganization of the common stock (reverse split, forward split, etc.) the number of Class C preferred stock authorized, issued and outstanding, and the number of shares of common stock into which such Class C preferred is convertible, shall not be affected by any such capital reorganization.  In addition, the holder of shares of Class C preferred shall not be entitled to vote such shares (except as otherwise expressly provided herein or as required by law, voting together with the common stock as a single class),
but shall be entitled to notice of any stockholders' meeting in accordance with the Company's bylaws.  In lieu of voting rights, the holders of Class C preferred, voting as a class, shall be entitled to elect two of the Board of Directors at each meeting.
 The Company has
authorized but not issued an additional 10,000,000 shares of Class D, no par, preferred
stock. As of the date of this report no preferred shares have been converted to common
stock.

# NOTE K 
CONCENTRATION OF CREDIT RISK

Financial instruments, which
potentially expose the Company to concentrations of credit risk, consist principally of
cash.

The Company maintains its cash
accounts with financial institutions located in Florida. Federal Deposit Insurance
Corporation (FDIC) guarantees the Companys deposits in financial institutions up to
$100,000 per account.

-34-

# NOTE K 
CONCENTRATION OF CREDIT RISK (CONTINUED)

The Companys deposits with
financial institutions that exceeded federally insured guarantees amounted to $0 and $0 as
of December 31, 2004 and 2003, respectively. Historically, the Company has not experienced
any losses on its deposits in excess of federally insured guarantees.

# NOTE L  SUBSEQUENT
EVENTS

On September 30, 2004 TS & B
Gaming & Entertainment Corporation entered into a Letter of Intent with the majority
holder of JJ Whispers Group, Inc. to acquire a 51% equity interest for $275,300. The
Company having completed its due diligence regarding the investment into JJ Whispers
Group, Inc. has determined that it is not in the best interests of the Company to complete
the proposed transaction. TS&B Holdings, Inc. and John Brown of JJ Whispers executed a
mutual termination of its Investment Agreement of September 30, 2004.

-35-

# PART III

# Item 9. Control &
Procedures

Evaluation of Disclosure
Control and Procedures

Our management, with the
participation of our principal executive officer and principal financial officer, has
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), as of the end of the period covered by this Quarterly Report
on Form 10-Q. Based on such evaluation, our principal executive officer and principal
financial officer have concluded that as of such date, our disclosure controls and
procedures were designed to ensure that information required to be disclosed by us in
reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported with the time periods specified in applicable SEC rules and forms were
effective.

Changes in Internal
Control Over Financial Reporting

There have been no significant
changes in our internal control or in other factors that could significantly affect those
controls subsequent to our evaluation, including corrective actions with regard to
significant deficiencies and material weaknesses.

# Item 10. Exhibits and
Reports on Form 8-K

Exhibit
No.        Description

---

|31.1 | Certification
of President and Chief Executive Officer pursuant to 18 U.S.C. Section
                   1350, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of
2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification
of President and Chief Executive Officer pursuant to 18 U.S.C. Section
                   906, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of
2002
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Company Financial
Statements December 31, 2004

-36-

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange
Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

| |  | TS&B HOLDINGS, INC.By: /s/ James V. Sadrianna
James V. SadriannaChief Financial OfficerDated:  February 11,
2005
| |  | ------------------------------------------------------------------------------------------------------------------------------

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

| |  | TS&B HOLDINGS, INC.By: /s/ JAMES E. JENKINS
JAMES E. JENKINSPresident, CEO and DirectorDated: February 11,
2005
| |  | -----------------------------------------------------------------------------------------------------------------------------

| |  | TS&B HOLDINGS, INC.By: /s/ James V. Sadrianna
James V. SadriannaChief Financial Officer and DirectorDated:  February 11,
2005
| |  | -------------------------------------------------------------------------------------------------------------------------------------------

-37-