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 September 30, 2003

OR

|[ ] | [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------------------

For the
transition period from ________ to ________

Commission
File Number 333-29903

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

|Utah
(State or other jurisdiction of
incorporation or organization) | 30-0123229
(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.

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.

# TS&B HOLDINGS, INC.

---

# SEPTEMBER 30, 2003

TABLE OF CONTENTS

|                                                                    |   
|------------------------------------------------------------------- | --
|PART I - FINANCIAL INFORMATION PAGE                                 |   
|ITEM 1. FINANCIAL STATEMENTS                                       
|ACCOUNTANTS' REVIEW REPORT                                          | 1 
|CONSOLIDATED BALANCE SHEET                                          | 2 
|CONSOLIDATED STATEMENT OF OPERATIONS                                | 3 
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)        | 4 
|CONSOLIDATED STATEMENT OF CASH FLOWS                                | 5 
|NOTES TO FINANCIAL STATEMENTS                                       | 6 
|ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
|AND RESULTS OF OPERATIONS                                           | 11
|PART II. OTHER INFORMATION                                         
|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            | 15
|SIGNATURES                                                          | 15

# REVIEWED FINANCIAL
STATEMENTS

together with

# ACCOUNTANTS
REVIEW REPORT

# SEPTEMBER 30, 2003

The accompanying unaudited financial
statements of TS&B Holdings, Inc. have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X.
All adjustments, which, in the opinion of management, are necessary for a fair
presentation of the financial condition and results of operations, have been included.
Operating results for the three month period ended September 30, 2003 are not necessarily
indicative of the reuslts that may be expected for the year ending June 30, 2004.

# TS&B HOLDINGS, INC.

---

# REVIEWED FINANCIAL
STATEMENTS

# SEPTEMBER 30, 2003

TABLE OF CONTENTS

|ACCOUNTANTS' REVIEW REPORT                                   | 1
|------------------------------------------------------------ | -
|CONSOLIDATED BALANCE SHEET                                   | 2
|CONSOLIDATED STATEMENT OF OPERATIONS                         | 3
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) | 4
|CONSOLIDATED STATEMENT OF CASH FLOWS                         | 5
|NOTES TO FINANCIAL STATEMENTS                                | 6

# 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 September 30, 2003 and the
related consolidated statements of operations, changes in stockholders (deficit),
and cash flows for the three months 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 incurred a net loss of $78,407 during the three
months ended September 30, 2003, and, as of that date, had a working capital deficiency of
$296,283 and stockholders deficit of $253,271. These conditions raise 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.

November 11, 2003

1

TS&B
HOLDINGS, INC.CONSOLIDATED BALANCE SHEETSEPTEMBER 30, 2003

|ASSETS                                                        |  |  |   |             |  
|------------------------------------------------------------- |  |  | - | ----------- | -
|CURRENT ASSETS                                                |  | 
|Interest due on stock subscrition receivable                  |  |  |   | 171,832     |  
|Other current assets                                          |  |  |   | 100         |  
|                                                              |  | 
|TOTAL CURRENT ASSETS                                          |  |  |   | 171,932     |  
|                                                              |  | 
|OTHER ASSETS                                                  |  | 
|Deposit on pending acquisition                                |  |  |   | 40,500      |  
|Security deposit                                              |  |  |   | 2,512       |  
|                                                              |  | 
|TOTAL OTHER ASSETS                                            |  |  |   | 43,012      |  
|                                                              |  | 
|TOTAL ASSETS                                                  |  |  | $ | 214,944     |  
|                                                              |  | 
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)                       |  | 
|CURRENT LIABILITIES                                           |  | 
|Accounts payable and accrued expenses                         |  |  | $ | 173,546     |  
|Advances from officers and stockholders                       |  |  |   | 144,669     |  
|Note payable to related parties                               |  |  |   | 150,000     |  
|                                                              |  | 
|TOTAL CURRENT LIABILITIES                                     |  |  |   | 468,215     |  
|                                                              |  | 
|COMMITMENTS AND CONTINGENCIES                                 |  |  |   | --          |  
|                                                              |  | 
|STOCKHOLDERS' (DEFICIT)                                       |  | 
|Common stock, $.001 par value, 100,000,000 shares authorized, |  | 
|60,159,700 issued and outstanding                             |  |  |   | 60,160      |  
|Additional paid-in capital                                    |  |  |   | 14,539,494  |  
|Stock subscription receivable                                 |  |  |   | (1,250,000  | )
|Accumulated deficit                                           |  |  |   | (13,602,925 | )
|                                                              |  | 
|TOTAL STOCKHOLDERS' (DEFICIT)                                 |  |  |   | (253,271    | )
|                                                              |  | 
|TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                 |  |  | $ | 214,944     |  
|                                                              |  | 

Read accountant's reviewThe accompyaning notes are an integral partof
these financial statements2

TS&B HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003

|REVENUES                                          |  |  | $ | -          |  
|------------------------------------------------- |  |  | - | ---------- | -
|                                                  |  | 
|OPERATING EXPENSES                                |  | 
|Professional fees                                 |  |  |   | 78,030     |  
|General and administrative                        |  |  |   | 19,127     |  
|                                                  |  |  |   | 97,157     |  
|                                                  |  | 
|NET OPERATING LOSS                                |  |  |   | (97,157    | )
|                                                  |  | 
|OTHER INCOME (EXPENSE)                            |  | 
|Interest Income                                   |  |  |   | 18,750     |  
|                                                  |  | 
|NET LOSS FROM OPERATIONS                          |  |  | $ | (78,407    | )
|                                                  |  | 
|NET LOSS PER COMMON SHARE BASIC AND FULLY DILUTED |  |  | $ | NIL        |  
|                                                  |  | 
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        |  |  |   | 55,973,830 |  
|                                                  |  | 

Read accountant's reviewThe accompyaning notes are an integral partof
these financial statements3

TS&B
HOLDINGS, INC.CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY ACCUMULATED (DEFICIT)FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2003

|                 | Common stock | Additional
paid-in | Stock
Subscription | Accumulated
|---------------- | ------------ | ------------------ | ------------------ | -----------
|
|BALANCE          |              |                    |                    |            
|JUNE 30, 2003    |              |                    |                    | 53,259,700 
|STOCK ISSUED FOR |              |                   
|PROFESSIONAL     |              |                   
|SERVICES         |              |                    |                    | 6,900,000  
|NET (LOSS)       |              |                    |                    | --         
|                 |              |                    |                    |            
|BALANCE          |              |                   
|SEPT. 30, 2003   |              |                    |                    | 60,159,700 
|                 |              |                    |                    |            

Read accountant's reviewThe accompyaning notes are an integral partof
these financial statements4

TS&B
HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2003

|                                                            | 
|----------------------------------------------------------- | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                       | 
|NET LOSS                                                    | 
|RECONCILIATION OF NET LOSS TO CASH FLOWS                    | 
|FROM OPERATING ACTIVITIES                                   | 
|Stock issued for servcies                                   | 
|Decrease in accounts receivable                             | 
|(Increase) in interest due on stock subscription receivable | 
|(Increase) in other assets                                  | 
|(Decrease) in accounts payable and accrued expenses         | 
|                                                            | 
|CASH FLOWS (USED) BY OPERATING ACTIVITIES                   | 
|                                                            | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                       | 
|Repayment of officer and stockholder advances               | 
|                                                            | 
|CASH FLOWS (USED) BY FINANCING ACTIVITIES                   | 
|                                                            | 
|NET (DECREASE) IN CASH                                      | 
|CASH, BEGINNING OF THE PERIOD                               | 
|                                                            | 
|CASH, END OF THE PERIOD                                     | 
|                                                            | 

Read accountant's reviewThe accompyaning notes are an integral partof
these financial statements5

# 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.

Basis of Presentation

The
accompanying financial statements include the Company and its wholly owned subsidiary
TS&B 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:

 Contingency and other fees
associated with providing investment banking services;
      Hourly and other fees for
providing financial advisory services.

Contingency and other fees associated
with providing investment banking services are recognized when the earning process is
complete and management is confident the Company will be paid.

Hourly and other fees from advisory
services are recognized as the services are rendered.

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 asset 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. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the period the change is enacted.

See accountant's review report6

# 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.

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  STOCK
SUBSCRIPTION RECEIVABLE

During the three months ended
September 30, 2003, 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 |        |       

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 September
30, 2003, the above amount is included in professional fees.

# NOTE C - STOCK
SUBSCRIPTION RECEIVABLE

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

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

      TSB shall, on a best
efforts basis, raise debt funds, and acquire operating companies, as defined;

See accountant's review report7

# NOTE C - STOCK
SUBSCRIPTION RECEIVABLE (continued)

      Granted stock purchase
options to TSB 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 TSB performance on debenture
 terms.  Principal is payable at as follows:

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

In addition, the Company has the
option after June 2004 to covert the debenture into stock of the affiliated company at the
ten existing market price.

At September 30, 2003 and through
November 11, 2003 TSB and/or its affiliated company has not made its scheduled principal
and interest payments. Further TSB has been unsuccessful in raising debt funds and
acquiring operating companies. At September 30, 2003, unpaid interest on the debenture
amount to $171,832.

# NOTE D  BUSINESS
ACQUISITIONS

At September 30, 2003 and through
November 11, 2003 the Company has three active and separate acquisitions under
consideration. The composition of the now existing aggregate purchase prices, in summary,
on all three of these acquisitions is as follows:

|Required cash payment                         |  |  | $ | 931,000   | 
|--------------------------------------------- |  |  | - | --------- | 
|Issuance of Company common stock, at          |  | 
|estimated current value                       |  |  |   | 70,500    | 
|Issuance of debt instruments or assumption of |  | 
|other liabilities                             |  |  |   | 7,137,750 | 
|                                              |  | 
|                                              |  |  | $ | 8,139,250 | 
|                                              |  | 

As of September 30, 2003, the Company
has issued 4,500,000 shares of the purchase shares described above. These shares have been
recorded at the shares market value when issued. Pending closing of the acquisition these
shares have been recorded as deposit on pending acquisition in the
accompanying financial statements.

See accountant's review report8

# NOTE D  BUSINESS
ACQUISITIONS (continued)

Closing of the acquisitions described
above is contingent upon satisfying purchase terms and meeting certain requirements of the
Securities and Exchange Commissions rules and regulations. Through November 11, 2003
none of the above acquisitions have closed.

# NOTE E  INCOME
TAXES

For the period ended September 30,
2003, the benefit for income taxes consists of the following:

|Deferred tax benefit     |  |  | $ | 6,000  |  
|------------------------ |  |  | - | ------ | -
|Less valuation allowance |  |  |   | (6,000 | )
|                         |  | 

The valuation allowance has been
provided by the management of the Company. This is due to the uncertainty of the
realization of the future benefit of the deferred tax assets.

For the period ended September 30,
2003, the following temporary differences give rise to the above deferred tax benefits:

|Net operating loss carryovers |  |  | $ | 6,000 | 
|----------------------------- |  |  | - | ----- | 
|Realized security losses      |  |  |   | --    | 
|                              |  | 
|                              |  |  | $ | 6,000 | 
|                              |  | 

For the period ended September 30, 2003,
a reconciliation of the income tax benefit at statutory rates to the Companys
effective rate is as follows:

|                                                                    | 
|------------------------------------------------------------------- | 
|Benefit computed at statutory rates                                 | 
|Less valuation allowance on deferred tax                            | 
|assets                                                              | 
|                                                                    | 
|Benefit computed at effective rate                                  | 
|                                                                    | 
|At September 30, 2003 deferred tax assets consist of the following: | 
|Deferred tax assets                                                 | 
|Less valuation allowance                                            | 
|                                                                    | 
|                                                                    | 
|                                                                    | 

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

See accountant's review report9

# NOTE F  LEASE
ACTIVITY

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

For the period ended September 30,
2003 rent expense on lease activity amounted to $9,493.

# NOTE G  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 September 30, 2003 the options have not been exercised.

# NOTE H  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 September 30, 2003, the loan with
the bank and Company was in default. The bank is pursuing collection efforts against the
present and former Company officers and shareholders.

# NOTE I  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 September 30, 2003, 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 November 11,
2003, additional funding to support operations and planned acquisitions has not been
obtained.

See accountant's review report10

Item 2. Managements
Discussion and Analysis or Plan of Operation

The following information should be
read in conjunction with the financial statements and notes thereto appearing elsewhere in
this Form 10-Q.

Managements
Statement

TS&B Holdings, Inc. has been
working to implement the strategy of the company as a financial services and real estate
development company. The Company currently has one subsidiary, TS&B Financial
Services, Inc.

Managements ongoing goal is to
develop the Company into a real estate development and financial services firm. Management
continues to look at and explore other acquisition opportunities as they present
themselves.

Agreements

On January 30,2003 Company signed a
fee letter agreement with an Orlando developer, Gillio Development, for financing for a
chain of national franchise restaurants. TS&B Financial Services, a subsidiary of
Company in connection with the Gillio engagement is providing investment and merchant
banking services, strategic planning advice and corporate finance consulting.

On January 22, 2003 the Company
signed a Consulting Agreement with Cummings Financial Services, a local multi-talented
entrepreneur and country and western entertainer to assist in raising capital for his
entertainment career and for the manufacturing and marketing of two unique patented
accessories that will be sold to the recreational vehicle and automotive accessories
industry. This client also retained Company to assist in the sale of its residential
mortgage business in the Tampa area.

On February 4, 2003 Company announced
a new business relationship with Trust Mortgage Company, a nationwide mortgage banking
firm headquartered outside of Boston MA. This relationship implements a strategic goal of
Companys corporate growth program designed to establish the Company as a leading
financial services and commercial real estate holding company with strong national
presence. This relationship will enhance the Companys direct lending services for
commercially viable projects. This development provides Company with the strong backing of
an established nationwide mortgage-banking firm enabling Company to offer commercial
mortgage funding nationwide for qualified properties. Funding is provided through the
mortgage firms relationships with life insurance companies, conduits, banks and HUD
insurance programs. The mortgage firm is a federally licensed mortgagee through FHA.

On March 10, 2003 the Company signed
a consulting agreement with answerRx, a Florida firm that provides consulting services to
large groups for fulfillment of prescriptions from licensed Canadian pharmacies. Company
is providing consulting and strategic planning services this group prescription service
firm. With the national concern over the high cost of prescriptions is in the forefront of
the domestic news, Company believes this pharmacy service firm provides a valuable
service.

On April 10, 2003 Company signed a
Letter Agreement with a California company, The Credit Exchange, to provide corporate
consulting and write a business plan and Private Placement Memorandum to be used in
conjunction with a Private Placement the Credit Exchange is undertaking. The Credit
Exchange acts as an intermediary for credit repair services nationwide.

11

On May 7, 2003 Company executed a
Letter of Intent to acquire the assets of Independence Water Group, a Virginia LLC (IWG).
IWG acquired the assets of Grayson Spring Water, from a sale in bankruptcy. In their last
year of operation the former company known as Grayson had revenues of approximately $15M
dollars. The water companys primary asset is an existing plant with capacity to
produce 3.0M bottles of water a month. IWG developed unique formulas for nutritional
water, and healthful sports and isotonic waters and will begin branding these products
under the name Health Beverage Group, Inc.. Bottled water is the fastest growing major
beverage category with annual sales approaching $9.0 Billion. Company looks forward to
aggressively entering this market. Company. will immediately begin assisting in
development and marketing of Health Beverage Group, Inc. products. The agreements are
subject to material and customary contingencies.

On June 22, 2003 Company entered into
a Letter Agreement with Stanton Walker & Company, a New York Investment Banking
Firm to acquire ninety percent of Wellstone Acquisition Corp. The agreements are subject
to material and customary contingencies.

On September 22, 2003 Company through
its nominee, Health Beverage Group, Inc., (a to be formed Virginia Corporation),
signed an asset acquisition agreement with Independence Water Group (IWG).The pertinent
provisions of said agreement follow:

At Closing, HBG shall acquire the
Assets and business set forth on Exhibit A (collectively Assets)
of SELLER for the total purchase price specified herein below (Purchase
Price). SELLER at Closing shall provide HBG with a Warranty Deed and Bill of Sale
for the items set forth on Exhibit A. Said Warranty Deed and Bill of Sale shall convey the
Assets free and clear of all liens, encumbrances and charges. The Purchase Price shall be
payable at Closing as follows:

| | a) | a sum of cash represented by cash, capital contributions, and SELLER loans
               (currently this amount is Eight Hundred Thirty One Thousand dollars
               ($831,000.00) USD in cash, at Closing;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | a non-accountable expense premium of 25% on the amount in sub-paragraph 1(a), in
               cash at Closing;
| | -- | ----------------------------------------------------------------------------------------------------------------

| | c) | A valid enforceable Second Mortgage in the amount of One Million Two Hundred
               Thousand ($1,200,000.00)USD secured by Assets from HBG to SELLER (or its
               successors or assigns)
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Payment of the Grayson National Bank mortgages in the approximate amount of Two
               Million Five Hundred Forty Thousand dollars ($2,540,000.00) USD
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | e) | Payment of Trade payables in the current approximate amount of $165,000.00 as
               set forth in Exhibit "B". The final amount paid
               hereunder is subject to Article 2.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Company is currently in the process
of undertaking a Private Placement to fund the transaction.

12

On September 23, 2003 Company signed
a Memorandum of Understanding with EnviroTech Rotary Power Holdings, Inc. (ERPH) to
acquire eighty percent of the ERPH. ERPH is a company with ownership and cross ownership
in various companies and technologies, including, Cryofire Golf Technology, Rotary Power
Engine Technology and ElectroMarine Technology. Company and ERPH shall enter into a Stock
Acquisition Agreement whereby ERPH shall convey 80% ownership to Company for Five Million
(5,000,000) common shares of Company shares and $750,000USD post merger from an equity
Line. ERPH owners will retain twenty percent (20%) ownership in ERPH. ERPH will act as a
Holding Company for the these various technology subsidiaries. ERPH will own no less than
forty-nine percent (49%) of each subsidiary and the balance of the 51% shall be owned by
the original shareholders of ERPH or their nominees. The Purchase shall be funded by
Company providing a post-merger initial equity Line in the amount of $2.5M to fund the
initial purchase of $750,000USD and the balance of cash for future expansion of ERPH and
its subsidiaries. The agreements are subject to material and customary contingencies.

On September 24, 2003 Company entered
into an acquisition agreement with Sports Nation, Inc., a Nevada privately held company in
the sports memorabilia and related businesses. The agreements are subject to material and
customary contingencies. The pertinent provisions of said agreement follow:

At Closing, TSBB shall acquire
One Hundred Percent (100%) of all of the issued and outstanding capital stock (fully paid
and non-assessable) of the SELLER, the amount of One Thousand (1,000) common shares
(SHARES) of SELLER for the total purchase price of Thirty Thousand and 00/100
Dollars ($30,000) USD (Purchase Price) payable at Closing as follows: Three
Million Rule 144 shares of TSBB (STOCK).

Subsequent Events

There are no subsequent events that
are required to be reported in this Form 10-Q.

Results of Operation

Gross profit for the first quarter
ended September 30, 2003 ("first quarter" of fiscal 2003) was the same as compared to the
same 2002 fiscal period due to a decrease in client business. General and Administrative
expenses decreased by 62% from the same quarter last year due to general restructuring of
the Company's operations. Professional fees decreased by 80% from the previous fiscal
years quarter due to restructuring of the Company. Marketing expense decreased by 100%
from the previous fiscal years quarter due to restructuring and redirection of the
Company's marketing efforts. Salaries and related cost decreased by 100% from the
previous fiscal years quarter due to general restructuring of the Company's operations.

The Company recorded a net loss for
the quarter of $97,157 or $0.0016 per share as compared to a net loss of $1,132,806 or
$0.035 per share for the same quarter last year. The Company continues to hold
securities. When the securities are sold, the company will record the appropriate gain,
if any. It is uncertain if the value of these securities will increase.

13

Liquidity and Capital
Resources

For the past two fiscal years, the
Company's working capital needs have been satisfied by sales revenues, officer and
shareholder loans, and from the sale of securities. At September 30, 2003 the Company had
a net working capital deficit of $37,876, a 84% decrease from the deficit of $236,673 at
June 30, 2003. The decrease in the working capital deficit is primarily attributed to a
decrease in short-term debt. At September 30, 2003, the Company had total assets of
$214,944 and total stockholders' deficit of ($253,271), compared to total assets of
$238,758 and total stockholders' equity of ($233,664) at June 30, 2003.

Net cash used by operating
activities through the first quarter of fiscal year 2003 was $37,876 compared to $87,238
for the corresponding 2002 period. The Company used $-0- of cash for investing activities
through the first quarter of fiscal year 2003 as compared to $59,200 provided by
investing activities in the corresponding period of fiscal year 2002. The Company
realized ($200) cash from financing activities through the first quarter of fiscal year
2003, compared to $148,000 in the corresponding period of fiscal year 2002.

The Company anticipates meeting its
working capital needs during 2003 fiscal year primarily with revenues and debt financing.

In the opinion of management,
inflation has not had a material effect on the operations of the Company.

Risk Factors and Cautionary
Statements

Forward-looking statements in this
report are made pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company wishes to advise readers that actual results
may differ substantially from such forward-looking statements. Forward-looking statements
involve risks and uncertainties that could cause actual results to differ materially from
those expressed in or implied by the statements, including, but not limited to, the
following: the ability of the Company to generate working capital, the development of the
Company's existing and new products, the potential market for the Company's products,
competitive factors, and other risks detailed in the Company's periodic report filings
with the Securities and Exchange Commission.

14

PART II OTHER INFORMATION

Item 6.  Exhibits and Reports on
Form 8-K

| | (a) | Exhibits
| | --- | --------

| | 31.1 | Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | --------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | --------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of                            2002
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (b) | Reports
on Form 8-K
| | --- | -------------------

| | None | filed
for the quarter ended September 30, 2003.
| | ---- | -----------------------------------------------

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: November 17, 2003 | TS&B Holdings, Inc.By: /s/ JAMES E. JENKINS
JAMES E. JENKINS
Chief Executive Officer