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 March 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.)

556 Sand Lake Center IV 7380 Sand Lake Rd., 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 March 31, 2004
|----------------------------- | --------------------------------
|Common Stock, $.001 par value | 236,265,297                     

# 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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     13
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     21
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     37

# Item 1. Business

Overview

TS&B Holdings, Inc., formerly
known as Ammonia Hold, Inc., was a manufacturing company with its primary location in
Lonoke, Arkansas. Ammonia Hold, Inc. was organized as a C Corporation in Utah
on July 10, 1980, as Key Waste Management. On June 30, 1994, pursuant to a stock exchange
agreement, Ammonia Hold, Inc. of Utah acquired all the stock in the firm Ammonia Hold,
Inc. of Texas. Effective September 29, 2001, the name of Ammonia Hold, Inc. was changed to
TS&B Holdings, Inc.

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 5
controlled (portfolio) Companys as of March 31, 2004.

1.
          Buehler Earth and 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 Corporation which the Company has a 51% interest.

2

2.
          Sports Nation, Inc.

Sports Nation 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.

3.
          TSB Financial Services, Inc.

TSB Financial also 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, with offices in Freeport, Illinois.

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

4. Wellstone Acquisition
Corporation

Wellstone Acquisition Corporation is
a non-reporting corporate shell. This Company had no business activity for the nine month
ending March 31, 2004.

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

5. TS & B Gaming
& 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 March 31,
2004.

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

Other Investments

The Company has investments in two
other companies as of March 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 met with music industry executives and has assembled a
team in preparation for Glenn Cummings new untitled album release.

4

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

Gulf Coast Records, LLC is a Florida
Limited Partnership which the Company has a 49% limited partnership interest.

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% 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 a independent business
valuation expert to value selected portfolio companies, which had significant activity in the Company's first
quarter 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 March 31, 2004 the
Companys portfolio consisted 4.35% of loans and debt securities, 49.38% consisted of
investments in non-controlled entities and 46.27% consisted of investments or advances to
controlled companies. The Companys private finance portfolio currently includes
investments in a wide variety of industries including commercial site construction, a
record company, and financial services and sports memorabilia.

The Company funds new investments
using cash through the issuance of common equity. 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.

5

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.

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
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

6

| | 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.

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.

7

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 is 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.

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.

8

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 March 31, 2004 the Company had
four 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 The Companys
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.

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.

9

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 the Companys 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.

10

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.

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.

11

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 Invested

The 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;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

12

Changes in the Law or
Regulations That Govern the Company Could Have a Material Impact on its Operations

The 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 Sand Lake Center IV, 7380 Sand Lake Road, Suite 500, 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.

On February 10, 2004, Tricony
Orlando, Ltd obtained a default judgment against the Company in the sum of $27,000 in
connection with a rent dispute from the Companys prior leased premises. The Company
believes that this judgment is not material to the operation of Company.

On or about March 2, 2004 the Company
was served in Orange County, Florida with proceedings in aid of collection of an Ammonia
Hold judgment in the approximate sum of $23,000. The Company retained counsel for defense
in that proceeding.

On or about March 8, 2004, the
Company filed as a Claimant a commercial arbitration claim with the American Arbitration
Association for rescission of a Letter of Intent in relationship to the ERPH transaction.
The hearing in that matter is scheduled for June 22, 2004. The Company believes there is a
likelihood of success on the merits.

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

Not applicable.

13

# 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 TSBB.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         | .05  | .01
|2003 Quarter Ended
|March 31st         | .03  | .01
|June 30th          | .02  | .01
|September 30th     | .02  | .01
|December 31st      | .03  | .01
|2002 Quarter Ended
|March 31st         | 1.00 | .14
|June 30th          | .25  | .02
|September 30th     | .13  | .02
|December 31st      | .09  | .01

As of March 31, 2004 the authorized
capital of the company is 500,000,000 shares of common voting stock par value $.001 per
share and 10,000,000 shares of 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
first nine months of 2003 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.

14

|                            | Nine Month
Ended March
31, 2004 | Nine Month
Ended March 31,
2003 | Three Month
Ended March 31,
2004 | Three Month Ended
March 31, 2003
|--------------------------- | ------------------------------- | ------------------------------- | -------------------------------- | --------------------------------
|Total Assets                | $ 1,921,476                     | $    314,441                    | $ 1,921,476                      | $ 314,441                       
|Total Liabilities           | $    228,316                    | $    391,343                    | $    228,316                     | $ 391,343                       
|Total Stockholders Equity   | $ 1,303,160                     | ($    233,644)                  | $ 1,303,160                      | ($  233,644)                    
|Revenue                     | $      21,675                   | $      10,000                   | $      10,000                    | $   10,000                      
|Net Unrealized Appreciation | $ 1,004,389                     | $            -0-                | $ 1,004,389                      | $         -0-                   
|Operating Income (Loss)     | ($     604,060)                 | ($  1,209,034)                  | ($    232,762)                   | ($   24,615)                    

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 Statements

This 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.
| | - | ------------------------------------------------

15

| | 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.

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.

16

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
March 31, 2004 76.5% 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.

17

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.

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 $1,607,035 or (511%) to $1,921,476. The increase in total assets can
be attributed to the increase in the fair market value of the Companys assets from
electing BDC status.

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 summaries the Companys investment portfolio as of March 31, 2004, the
Companys first quarter as a business development corporation

|                                            | March 31, 2004
|------------------------------------------- | --------------
|Investment at Cost                          | $   465,711   
|Unrealized (depreciation) appreciation, net | 1,004,389     
|                                            |               
|Investment's at fair value                  | $1,470,100    
|                                            |               

18

The increase in investments at cost
is due to the $504,130 of new investments made with a combination of stock and cash in the
first quarter of 2004 by the Company.

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

During the first quarter of 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 Companys total investments
at fair value, whose values have been estimated by the Board of Directors, approximated
76.5% of net assets at March 31, 2004.

The cash and cash equivalents
approximated 6.8% of net assets as of March 31, 2004.

The effect of the change in
unrealized appreciation on investments resulted in a net increase in net deferred tax
liability from $  0  at March 31, 2003 to a net deferred tax liability of
$390,000 at March 31, 2004.

Results of Operations

The results of operations for the
quarter ended March 31, 2004 reflect our results as a business development company under
the Investment Company Act of 1940. The results of operations prior to January 1, 2004
reflect our 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 quarter ended March 31, 2004 and nine month period ended March 31,
2004 was $37,100 and $56,845 respectively. The increase in interest and dividends was
primarily due to the interest income accrued from investments in Buehler Earth and
Waterworks, LLC and Gulf Coast Records, LLC.

Management Fees

Management fees for the quarter ended
March 31, 2004 and nine month period ended March 31, 2004 was $ 10,000 and $10,000
respectively. The management fees were primarily due to the management fees for services
rendered to Buehler Earth and Waterworks, LLC and Gulf Coast Records, LLC.

Operating Expenses

Total operating expenses for the
quarter ended March 31, 2004 and nine month period ended March 31, 2004 was $242,762 and
$625,736. A significant component of total operating expenses was professional fees of
$162,937 for the three months ended March 31, 2004 and $514,599 for the nine months ended
March 31, 2004. A second component of operating expenses was general and administrative
expense of $79,825 for the three month ended March 31, 2004 and $111,137 for the nine
months ended March 31, 2004.

19

Liquidity and Capital
Resources

At March 31, 2004 and March 31, 2003,
we had $131,610 and $1,208 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 we had an investment and the cost and fair market value of such
securities at March 31, 2004

|Name of Company                           | Cost          | FMV        
|----------------------------------------- | ------------- | -----------
|Buehler Earth & Waterworks, LLC           | $           0 | $   260,000
|Sports Nation, Inc.                       | 25,000        | 95,000     
|Gulf Coast Records, LLC                   | 0             | 350,000    
|TSB Financial Services, Inc.              | 0             | 250,000    
|Wellstone Acquisition Corporation         | 632           | 75,000     
|KMA Capital Partners, Ltd.                | 440,000       | 440,000    
|TS & B Gaming & Entertainment Corporation | 79            | 100        
|Total                                     | $465,711      | $1,470,100 

Recent Developments

On March 23, 2004 the Company signed
a letter of intent with Osceola Downs, Inc. to act as consultants to raise debt and equity
and make an investment into a para-mutual facility in Central Florida. The total project
is estimated to cost $110,000,000. The Companys investment in the project will be
made part of a newly formed subsidiary of the Company called TS & B Gaming &
Entertainment, Inc.

In May 2004, the Company rescinded
the sale of its stock to an entity. Under the terms of the original agreement, the Company
would issue 49,318,597 of its common stock for total proceeds of $500,000. As of March 31,
2004 the Company had received $137,500 for the issuance of such stock. The entity has
returned and the Company has cancelled 24,818,597 shares and is in the process of having
another 12,777,403 shares returned to the Company and cancelled.

20

On May 5, 2004 Buehler Earth and
Waterworks, LLC formed BEW Landscape & Irrigation LLC (BEW Landscape). BEW
Landscape will be involved in the wholesale distribution of palms trees and other nursery
products.

On May 13, 2004 the Company agreed to
acquire a 51% interest in Cummings Financial Services, Inc. (a Florida licensed mortgage
broker and financial services entity) for a purchase price of $130,000.

# 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 March 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.

21

# Item 8. Financial
Statements and Supplementary Data

# TS&B
HOLDINGS, INC.

---

# REVIEWED FINANCIAL
STATEMENTS

together with

# ACCOUNTANTS
REVIEW REPORT

# MARCH 31, 2004

# TS&B HOLDINGS, INC.

---

# REVIEWED FINANCIAL
STATEMENTS

# MARCH 31, 2004

TABLE
OF CONTENTS

|                                                          | Page
|--------------------------------------------------------- | ----
|ACCOUNTANTS' REVIEW REPORT                                | 23  
|                                                          |     
|FINANCIAL STATEMENTS -                                    |     
|                                                          |     
|CONSOLIDATED BALANCE SHEET                                | 24  
|                                                          |     
|CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS
|ENDED MARCH 31, 2004 AND 2003                             | 25  
|                                                          |     
|CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS 
|ENDED MARCH 31, 2004 AND 2003                             | 26  
|                                                          |     
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | 27  
|                                                          |     
|CONSOLIDATED STATEMENT OF CASH FLOWS                      | 28  
|                                                          |     
|CONSOLIDATED SCHEDULE OF INVESTMENTS                      | 29  
|                                                          |     
|NOTES TO FINANCIAL STATEMENTS                             | 30  

22

# ACCOUNTANTS
REVIEW REPORT

Board of Directors and
ShareholdersTS&B Holdings, Inc.Orlando, Florida

We have reviewed the accompanying
consolidated balance sheet of TS&B Holdings, Inc. as of March 31, 2004 and the related
consolidated statements of operations, changes in stockholders (deficit), and cash
flows for the period then ended in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is the
representation of the management of TS&B Holdings, Inc.

A review consists principally of
inquiries of company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted auditing
standards, 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 financial statements
in order for them to be in conformity with generally accepted accounting principles.

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As shown in
the financial statements, the Company has an accumulated deficit of $(13,439,597) at March
31, 2004. This condition raises substantial doubt about the Companys ability to
continue as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

BAUMANN, RAYMONDO &
COMPANY, P.A.

May 18, 2004

23

# TS&B HOLDINGS, INC. 
                        CONSOLIDATED BALANCE SHEET

|                                                  | 6/30/2003 | 3/31/2004
|------------------------------------------------- | --------- | ---------
|ASSETS                                            |           |          
|CURRENT ASSETS                                    |           |          
|Cash                                              |           |          
|Investments, at fair value                        |           |          
|Interest due on stock subscription receivable     |           |          
|Accounts receivable                               |           |          
|Inventory                                         |           |          
|Other current assets                              |           |          
|                                                  |           |          
|TOTAL CURRENT ASSETS                              |           |          
|                                                  |           |          
|OFFICE AND COMPUTER EQUIPMENT                     |           |          
|                                                  |           |          
|OTHER ASSETS                                      |           |          
|Deposit on pending acquisition                    |           |          
|Notes receivable                                  |           |          
|Security deposit                                  |           |          
|                                                  |           |          
|TOTAL OTHER ASSETS                                |           |          
|                                                  |           |          
|TOTAL ASSETS                                      |           |          
|                                                  |           |          
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)EQUITY     |           |          
|CURRENT LIABILITIES                               |           |          
|Accounts payable and accrued expenses             |           |          
|Advances from officers and stockholders           |           |          
|Note payable to related parties                   |           |          
|                                                  |           |          
|TOTAL CURRENT LIABILITIES                         |           |          
|                                                  |           |          
|DEFERRED INCOME TAX                               |           |          
|                                                  |           |          
|STOCKHOLDERS' (DEFICIT) EQUITY                    |           |          
|Common stock, $.001 par value, 100,000,000 shares |           |          
|authorized 53,259,700 and 236,265,297 issued      |           |          
|and outstanding                                   |           |          
|Additional paid-in capital                        |           |          
|Stock subscription receivable                     |           |          
|Accumulated deficit                               |           |          
|                                                  |           |          
|TOTAL STOCKHOLDERS' (DEFICIT)EQUITY               |           |          
|                                                  |           |          
|TOTAL LIABILITIES AND STOCKHOLDERS'               |           |          
|(DEFICIT) EQUITY                                  |           |          
|                                                  |           |          
|                                                  |           |          

Read accountants' review report.
        The accompany notes are an integral part
     of these financial statements.

24

# TS&B HOLDINGS, INC. 
                        CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

|                                             | 3/31/2003 | 3/31/2004
|-------------------------------------------- | --------- | ---------
|REVENUES                                     |           |          
|                                             |           |          
|                                             |           |          
|OPERATING EXPENSES                           |           |          
|Depreciation and amortization                |           |          
|Professional fees                            |           |          
|General and administrative                   |           |          
|                                             |           |          
|                                             |           |          
|                                             |           |          
|NET OPERATING LOSS                           |           |          
|                                             |           |          
|NET UNREALIZED APPRECIATION ON INVESTMENTS   |           |          
|                                             |           |          
|OTHER INCOME (EXPENSE)                       |           |          
|Other                                        |           |          
|Interest Income                              |           |          
|                                             |           |          
|                                             |           |          
|                                             |           |          
|INCOME BEFORE INCOME TAX                     |           |          
|DEFERRED INCOME TAX EXPENSE                  |           |          
|                                             |           |          
|NET INCOME                                   |           |          
|                                             |           |          
|NET INCOME PER SHARE BASIC AND FULLY DILUTED |           |          
|                                             |           |          
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING   |           |          
|                                             |           |          

Read accountants' review report.
        The accompany notes are an integral part
     of these financial statements.

25

# TS&B HOLDINGS, INC. 
                        CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2004 AND 2003

|                                           | 3/31/2003 | 3/31/2004
|------------------------------------------ | --------- | ---------
|REVENUES                                   |           |          
|                                           |           |          
|OPERATING EXPENSES                         |           |          
|Professional fees                          |           |          
|Marketing                                  |           |          
|Depreciation and amortization              |           |          
|Salaries                                   |           |          
|General and administrative                 |           |          
|                                           |           |          
|                                           |           |          
|                                           |           |          
|NET OPERATING LOSS                         |           |          
|                                           |           |          
|NET UNREALIZED APPRECIATION ON INVESTMENTS |           |          
|                                           |           |          
|OTHER INCOME (EXPENSE)                     |           |          
|Other                                      |           |          
|Interest Income                            |           |          
|                                           |           |          
|TOTAL OTHER INCOME                         |           |          
|                                           |           |          
|INCOME BEFORE INCOME TAX                   |           |          
|DEFERRED INCOME TAX EXPENSE                |           |          
|                                           |           |          
|NET (LOSS) INCOME FROM OPERATIONS          |           |          
|                                           |           |          
|NET LOSS PER SHARE BASIC AND FULLY DILUTED |           |          
|                                           |           |          
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |           |          
|                                           |           |          

Read accountants' review report.
        The accompany notes are an integral part
     of these financial statements.

26

# TS&B HOLDINGS, INC.
                        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

|                    | Common stock
Shares | Common Stock
Par Value | Additional
paid-in
capital | Stock
Subscription
receivable | Accumulated
(Deficit) | Total
|------------------- | ------------------- | ---------------------- | -------------------------- | ----------------------------- | --------------------- | -----
|BALANCE             |                     |                        |                            |                               |                       |      
|JUNE 30, 2003       |                     |                        |                            | 53,259,700                    |                       | $    
|STOCK ISSUED FOR    |                     |                       
|PROFESSIONAL        |                     |                       
|SERVICES            |                     |                        |                            | 45,937,000                    |                       |      
|STOCK ISSUED        |                     |                       
|FOR CASH            |                     |                        |                            | 93,318,597                    |                       |      
|STOCK ISSUED FOR    |                     |                       
|ACQUISITIONS        |                     |                        |                            | 25,000,000                    |                       |      
|STOCK ISSUED        |                     |                       
|FOR DEBT CONVERSION |                     |                        |                            | 18,750,000                    |                       |      
|NET INCOME          |                     |                        |                            | --                            |                       |      
|                    |                     |                        |                            |                               |                       |      
|BALANCE             |                     |                       
|MARCH 31,2004       |                     |                        |                            | 236,265,297                   |                       | $    
|                    |                     |                        |                            |                               |                       |      

Read accountants' review report.
        The accompany notes are an integral part
     of these financial statements.

27

# TS&B HOLDINGS, INC.
                        CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                  | 3/31/2003 | 3/31/2004
|------------------------------------------------- | --------- | ---------
|CASH FLOWS FROM OPERATING ACTIVITIES:             |           |          
|NET INCOME (LOSS)                                 |           |          
|RECONCILIATION OF NET INCOME (LOSS) TO CASH FLOWS |           |          
|(USED) IN PROVIDED BY OPERATING ACTIVITIES        |           |          
|Deferred income tax                               |           |          
|Stock issued for services                         |           |          
|Unrealized appreciation on investments            |           |          
|Depreciation and amortization                     |           |          
|(Increase) in receivable                          |           |          
|(Increase) in inventory                           |           |          
|(Increase) in interest due on stock subscription  |           |          
|Decrease in deposits                              |           |          
|(Increase) in other assets                        |           |          
|Increase in accounts payable and accrued expenses |           |          
|                                                  |           |          
|CASH FLOWS (USED) IN PROVIDED BY                  |           |          
|OPERATING ACTIVITIES                              |           |          
|                                                  |           |          
|CASH FLOWS FROM INVESTING ACTIVITIES:             |           |          
|(Increase)Decrease in notes receivable            |           |          
|(Increase) in advance to employee                 |           |          
|Purchase of office and computer equipment         |           |          
|(Increase) in investments                         |           |          
|                                                  |           |          
|CASH FLOWS (USED) IN INVESTING ACTIVITIES         |           |          
|                                                  |           |          
|CASH FLOWS FROM FINANCING ACTIVITIES:             |           |          
|Proceeds from note payable                        |           |          
|Issuance of common stock                          |           |          
|Officer advances                                  |           |          
|                                                  |           |          
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       |           |          
|                                                  |           |          
|NET INCREASE (DECREASE) IN CASH                   |           |          
|CASH, BEGINNING OF THE PERIOD                     |           |          
|                                                  |           |          
|CASH, END OF THE PERIOD                           |           |          
|                                                  |           |          

Read accountants' review report.
        The accompany notes are an integral part
     of these financial statements.

28

# TS&B HOLDINGS, INC.
                        CONSOLIDATED SCHEDULE OF INVESTMENTS           MARCH 31, 2004

|Portfolio
Company                                                                                                                                                                                                                                                                                                                        | Industry                                                                                                                                                                                       | Title of
Securities
Held                                                                                                                                | Percentage of
Class Held                                                            | Cost                                                                                        | Fair Value                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|Sports Nation, Inc.       
                          
  
TS&B Gaming & Ent 
                          
TSB Financial             
Services                  
Wellstone                 
Acquisition Corp          
Buehler Earth &       
Waterworks, LLC           
Gulf Coast Records, LLC   
KMA Capital               
Partners, LLC | Sports       
Memorabilia  
Gaming Hotels
             
Financial    
Services     
             
             
Construction 
             
Music        
             
Financial    
Services | Common     
Stock
Common     
Stock
Common     
Stock
Common     
Stock
Member     
Units
Member     
Units
Limited    
Partner
Units
Promissory 
Notes | 100%   
  100%   
  100%   
66.67%   
   51%   
   49%   
   25%   
     0   
Total | $25,000  
     79  
      -  
    632  
      -  
      -  
440,000  -  

$465,711 
======= | $95,000
      100
  250,000
   75,000
  260,000
  350,000
  376,00064,000
$1,470,100
========

Read accountants' review report.
        The accompany notes are an integral part
     of these financial statements.

29

# TS&B HOLDINGS, INC.NOTES
TO FINANCIAL STATEMENTS

# MARCH 31, 2004

# NOTE A  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Company Activities

TS&B Holdings, Inc. (the
Company and formerly known as Ammonia Hold, Inc.) was incorporated in the
state of Utah in 1980.

Commencing in 2002, the Company began
offering investment banking and other financial advisory services to companies in a
variety of businesses.

On January 5, 2004 the Company
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. Our investment object 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.

Basis of Presentation

The accompanying financial statements
include the Company and its wholly owned subsidiary TSB Financial Services. All
inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition

The Companys revenues are
derived from the following sources:

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 place the loan in a non-accrual status and 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.

30

# 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 consisting of sports
memorabilia 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.

Loss Per Common Share

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.

# NOTE B  INVESTMENTS

Valuation of Investments

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

31

# NOTE B 
INVESTMENTS (CONTINUED)

Upon conversion to a BDC, the Company
engaged a independent business valuation expert to value selected portfolio companies,
which had significant activity in the Companys first quarter 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 5
controlled (portfolio) corporations as of March 31, 2004.

Buehler Earth and
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 Partnership which the Company has a 51% interest. In addition, the
Company is to receive an ongoing monthly management fee in the amount of $5,000.

Sports Nation, Inc.

Sports Nation 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.

TS&B Financial
Services, Inc.

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

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

32

# NOTE B 
INVESTMENTS (CONTINUED)

Wellstone Acquisition
Corporation

Wellstone Acquisition Corporation is
a non-reporting corporate shell. Wellstone Acquisition had no business activity for the
nine month ending March 31, 2004.

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

TS & B Gaming &
Entertainment Corporation

TSB Gaming and Entertainment
Corporation was formed on March 18, 2004 to invest in gaming, and other ventures. TSB
Gaming and Entertainment had no business activity through March 31, 2004.

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

Other Investments

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

Gulf Coast Records, LLC

Gulf Coast Records, LLC is an
independent record label for recording artist Glenn Cummings. Gulf Coast Records has met
with music industry executives and has assembled a team in preparation for Glenn Cummings
new untitled album release.

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

Gulf Coast Records, LLC is a Florida
Limited Partnership which the Company has a 49% limited partnership interest. In addition,
the Company is to receive 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.

33

# NOTE C  STOCK
ISSUED FOR SERVICES

During the three months ended March
31, 2004, the Company issued shares of Company stock for various professional consulting
services. A summary of these activities is as follows:

|                                 | Shares    | Amount  
|-------------------------------- | --------- | --------
|Professional consulting services | 4,250,000 | $119,000

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 three months ended March 31, 2004, the above amount is included in
professional fees.

# NOTE D  STOCK
SUBSCRIPTION RECEIVABLE

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

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

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

| | o | Granted
stock purchase options to Surety and Bond for a three year period as follows:
| | - | -------------------------------------------------------------------------------------

3,000,000 shares at $1.50 per share
                           3,000,000 shares at $3.50 per share

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

|Date      | Amount     
|--------- | -----------
|June 2002 | $   312,500
|June 2003 | 312,500    
|June 2004 | 625,000    
|          |            
|          | $1,250,000 
|          |            

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

At March 31, 2004 and through May 18,
2004 TSB and/or its affiliated company has not made its scheduled principal and interest
payments. Further Surety and Bond has been unsuccessful in raising debt funds and
acquiring operating companies. At March 31, 2004, unpaid interest on the debenture
amounted to $209,332.

34

# NOTE E  BUSINESS
ACQUISITIONS

At March 31, 2004 and through May 18,
2004 the Company has one active and separate acquisition under consideration. The
composition of the aggregate purchase price requires a cash payment of $130,000 to be paid
installments from May 2004 through August 2004:

# NOTE F  INCOME
TAXES

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

|Unrealized security gains                                       | $    390,000      
|--------------------------------------------------------------- | ------------------
|                                                                |                   
|At March 31, 2004 deferred tax assets consist of the following:
|Deferred tax assets                                             | $ 3,825,000       
|Less valuation allowance                                        | (3,825,000)       
|                                                                |                   
|Deferred tax assets                                             | $               --
|                                                                |                   

At June 30, 2003 the Company has approximately
$11,300,000 of tax net operating losses available for carryforward through 2022.

# NOTE G  LEASE
ACTIVITY

The Company leases office and
operating facilities under a short-term operating lease.

# NOTE H  STOCK
OPTIONS

In June 2001, the Company entered
into a stock option agreement with a stockholder. The agreement grants options of
3,000,000 shares at an exercise price of $1.50 and 3,000,000 shares at an exercise price
of $3.50. These options have a term of thirty-six months and expire on June 15, 2004. As
of March 31, 2004 the options have not been exercised.

# NOTE I  NOTE
PAYABLE TO RELATED PARTIES

In August 2002, certain officers,
both present and former, and shareholders of the Company personally borrowed $150,000 from
a bank. Concurrently, the loan was assigned to the Company. Terms of the loan provided for
interest at 10% with the principal due in November 2002.

At March 31, 2004, the Company agreed
to a repayment amount of $125,000 of which $30,000 has been paid in May 2004 and the
remainder to be paid in the next 90 days.

35

# NOTE J  GOING
CONCERN

As noted in the accompanying
financial statements, the Company has sustained substantial net operating losses. Its
ability to continue as a going concern and realize its assets and pay its liabilities is
dependant upon generating sufficient profitable revenues and obtaining funding to support
operations and fund planned acquisitions.

Management is attempting to generate
sufficient revenues and obtain funds to support continuing operations and fund
acquisitions. At March 31, 2004, and subsequently, management is addressing funding
sources to meet its projected needs. Management is confident they will be successful and
will generate sufficient revenues and obtain the necessary funding. Through May 18, 2004,
additional funding to support operations and planned acquisitions has been obtained.

# NOTE K  SUBSEQUENT
EVENT

On May 13, 2004, the Company agreed
to acquire a 51% interest in Cummings Financial Services, Inc. (a Florida licensed
mortgage broker and financial services entity) for a purchase price of $130,000. The
purchase price is to be paid in installments from May 2004 through August 2004.

In May 2004, the Company rescinded
the sale of its stock to an entity. Under the terms of the original agreement, the Company
would issue 49,318,597 of its common shares for total proceeds of $500,000. As of March
31, 2004 the Company received $137,500 for the issuance of 11,722,597 of its common
shares.

36

SIGNATURES

In
accordance with the requirements of the Securities Exchange Act of 1934, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|Date: May 20, 2004 | TS&B Holdings, Inc.
By: /s/ JAMES E. JENKINS
JAMES E. JENKINS
Chief Executive Officer
|------------------ | -------------------------------------------------------------------------------------