<PAGE>

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

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2001

                        Commission File Number 333-11591

                              Tice Technology, Inc.
        (Exact name of small business issuer as specified in its charter)

              Delaware                                         62-1647888
      (State of incorporation)                                (IRS Employer
                                                         Identification Number)

                  ---------------------------------------------


                               10267 Kingston Pike
                           Knoxville, Tennessee 37922
                    (Address of principal executive offices)

                                 (865) 531-0000
                           (Issuer's telephone number)


                  ---------------------------------------------


     The number of shares outstanding of each of the registrant's classes of
common stock on February 15, 2002 was 22,773,329 Common Shares, 750,000 Class B
Common Shares and 0 Class D Common Shares.

     Transitional Small Business Disclosure Format: Yes [_] No [X]


                            Exhibit Index at page 29.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.   Financial Statements.

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Condensed Consolidated Balance Sheets -- As of December 31, 2001               3
         and March 31, 2001

Condensed Consolidated Statements of Operations -- For the Three Months
         and the Nine Months Ended December 31, 2001 and 2000                  5

Condensed Consolidated Statements of Cash Flows -- For the Nine Months
         Ended December 31, 2001 and 2000                                      6

Notes to Condensed Consolidated Financial Statements                           7
</TABLE>

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                      Condensed Consolidated Balance Sheets
                      -------------------------------------

<TABLE>
<CAPTION>
                                                        December 31,       March 31,
                                                            2001            2001 (1)
                                                        ------------     ------------
                                                                 (unaudited)
<S>                                                     <C>             <C>
Assets

Cash and cash equivalents                               $     67,802     $    173,205
Accounts receivable, net                                   1,151,613        1,581,038
Current portion of financing notes receivable, net           354,450           64,534
Employee advances receivable                                  38,300           36,650
Prepaid expenses and other current assets                     85,285           50,623
Costs and estimated earnings in excess of billings
     on uncompleted contracts                                  3,542          233,355
Vehicles held for sale, net                                  303,789          224,792
Inventory, net                                               178,661          735,276
                                                        ------------     ------------

         Total current assets                              2,183,442        3,099,473

Property and equipment:
     Leasehold improvements                                   60,973           79,267
     Furniture, fixtures and equipment                       598,976        1,181,290
     Rental and lease vehicles                             2,908,426        5,065,126
     Building and improvements                               550,000          550,000
     Land                                                    200,000          200,000
     Vehicles                                                172,226          186,323
                                                        ------------     ------------

         Total property and equipment                      4,490,601        7,262,006

         Less accumulated depreciation                      (772,027)        (887,280)
                                                        ------------     ------------

         Property and equipment, net                       3,718,574        6,374,726

Financing notes receivable, less current portion, net        179,161          379,261
Escrow account                                                56,668          175,471
Patents, net                                                 172,379          204,617
Debt issuance costs, net                                      16,331           24,497
Goodwill, net                                              1,491,928        1,520,888
Other assets                                                      --           19,398
                                                        ------------     ------------

         Total assets                                   $  7,818,483     $ 11,798,331
                                                        ============     ============
</TABLE>


           See accompanying Notes to Unaudited Condensed Consolidated
                              Financial Statements

(1)  The March 31, 2001 Condensed Consolidated Balance Sheet was derived from
     the audited balance sheet for the year then ended.

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                                              December 31,     March 31,
                                                                  2001          2001 (1)
                                                              ------------    -----------
                                                                       (unaudited)
<S>                                                           <C>             <C>
Liabilities and Stockholders' (Deficit) Equity

Current portion of notes payable                               $ 4,728,641    $ 3,111,490
Current portion of notes payable to related parties                126,339        104,707
Accounts payable                                                 1,511,077      1,340,252
Accrued liabilities                                                641,782        651,311
Current portion of capital lease obligations                        74,824         72,529
Reserve for continuing expenses for discontinued operations        150,263             --
Other current liabilities                                          183,404        255,226
                                                               -----------    -----------

         Total current liabilities                               7,416,330      5,535,515

Notes payable, less current portion, net                         1,322,883      4,612,341
Notes payable to related parties, less current portion                  --        510,465
Capital lease obligations, less current portion                     72,746        135,055
Other liabilities                                                   50,090         44,393
                                                               -----------    -----------

         Total liabilities                                       8,862,049     10,837,769

     Stockholders' (deficit) equity                             (1,043,566)       960,562
                                                               -----------    -----------

     Total liabilities and stockholders' (deficit) equity      $ 7,818,483    $11,798,331
                                                               ===========    ===========
</TABLE>

           See accompanying Notes to Unaudited Condensed Consolidated
                              Financial Statements

(1)  The March 31, 2001 Condensed Consolidated Balance Sheet was derived from
     the audited balance sheet for the year then ended.

                                       4

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                 Condensed Consolidated Statements of Operations
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                               For the three months            For the nine months
                                                ended December 31,              ended December 31,
                                               2001            2000            2001            2000
                                           ------------    ------------    ------------    ------------
                                                    (unaudited)                     (unaudited)
                                                            (restated)                      (restated)
<S>                                        <C>             <C>             <C>             <C>
Operating revenues:
     Product sales and service             $  1,415,670    $         --    $  4,655,707    $         --
     Rental and lease income                    448,238              --       1,728,744              --
     License fees                                    --         250,000              --         250,000
     Royalties                                  (15,335)         45,000          55,165         150,000
                                           ------------    ------------    ------------    ------------

     Total operating revenues                 1,848,573         295,000       6,439,616         400,000

Operating expenses:
     Cost of product sales and service        1,532,676              --       4,149,431              --
     Cost of rental and lease revenues          486,660              --       1,855,234              --
     Selling, general and administrative        493,800         101,570       1,478,319         362,529
                                           ------------    ------------    ------------    ------------

     Total operating expenses                 2,513,136         101,570       7,482,984         362,529
                                           ------------    ------------    ------------    ------------

Operating (loss) income                        (664,563)        193,430      (1,043,368)         37,471
                                           ------------    ------------    ------------    ------------

Other income (expense):
     Interest expense                          (123,821)        (57,634)       (484,690)       (157,138)
     Other income                                12,643              --          59,980             345
     Loss on sale of fixed assets                    --              --            (179)             --
     Loss from discontinued operations
       net of applicable income taxes
         Operating loss                              --        (216,077)       (381,813)       (706,775)
         Loss from disposal                          --              --        (678,411)             --
                                           ------------    ------------    ------------    ------------

     Total other expense, net                  (111,178)       (273,711)     (1,485,113)       (863,568)
                                           ------------    ------------    ------------    ------------

Loss before income taxes                       (775,741)        (80,281)     (2,528,481)       (826,097)
Provision for income taxes                       (1,533)         29,500           5,517          40,000
                                           ------------    ------------    ------------    ------------

Net loss                                   $   (774,208)   $   (109,781)   $ (2,533,998)   $   (866,097)
                                           ============    ============    ============    ============

Loss per share (basic and diluted):

     Continuing operations                 $      (0.03)   $       0.01    $      (0.06)   $      (0.01)
     Discontinued operations               $         --    $      (0.02)   $      (0.05)   $      (0.08)
     Net loss per share                    $      (0.03)   $      (0.01)   $      (0.11)   $      (0.09)
                                           ============    ============    ============    ============
</TABLE>

          See accompanying Notes to Unaudited Condensed Consolidated
                              Financial Statements

                                        5

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                                 For the nine months ended
                                                                                       December 31,
                                                                                2001                2000
                                                                           ---------------     -------------
                                                                                        (unaudited)
<S>                                                                        <C>                 <C>
Net cash flows from operating activities:
    Net loss                                                               $  (2,533,998)      $    (866,097)
    Adjustments to reconcile net loss to net
      cash used by operating activities:
         Depreciation                                                          1,012,003              27,503
         Amortization                                                            108,155              27,518
         Increase in cash surrender value of life insurance                         (599)             (5,190)
         (Decrease) increase in allowance for doubtful accounts                   (7,742)              9,000
         Increase in inventory reserve                                             8,000              18,000
         Loss (gain) on sale of property and equipment                               179              (5,946)
         Loss from discontinued operations                                       678,411                  --
    Changes in operating assets and liabilities:
         Receivables                                                             615,102            (318,989)
         Prepaid expenses and other assets                                       (15,775)                123
         Inventory                                                                37,886             (30,578)
         Accounts payable and accrued liabilities                                166,623             473,146
         Other liabilities                                                       (16,128)                 --
                                                                           -------------       -------------
    Net cash provided (used) by operating activities                              52,117            (671,510)

Cash flows from investing activities:
    Purchases of property and equipment                                       (1,500,817)             (1,149)
    Proceeds from disposal of property and equipment                           2,911,284              21,000
    Payments received on financing notes receivable                              104,235                  --
    Additions to patents                                                          (4,212)             (7,009)
    Additions to other assets                                                    (62,007)            (36,981)
                                                                           -------------       -------------
    Net cash provided (used) by investing activities                           1,448,483             (24,139)

Cash flows from financing activities:
    Proceeds from notes payable to related parties                                30,000              50,000
    Proceeds from notes payable and long-term debt                             1,287,946             416,952
    Proceeds from life insurance loan                                             20,376                  --
    Principal payments on notes payable to related parties                       (26,961)                 --
    Principal payments on notes payable and long-term debt                    (2,976,152)                 --
    Principal payments on capital lease obligations                              (60,015)             (9,448)
    Net proceeds from issuance of stock and stock warrants                            --              25,000
    Net change in escrow account                                                 118,803                  --
                                                                           -------------       -------------

    Net cash (used) provided by financing activities                          (1,606,003)            482,504
                                                                           -------------       -------------

    Net decrease in cash and cash equivalents                                   (105,403)           (213,145)

Cash and cash equivalents, beginning of period                                   173,205             218,828
                                                                           -------------       -------------

Cash and cash equivalents, end of period                                   $      67,802       $       5,683
                                                                           =============       =============
</TABLE>

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       6

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

1.   Condensed Consolidated Financial Statements

     Tice Technology, Inc. & Subsidiaries ("Tice" or "the Company") has two
     operating subsidiaries: MidSouth Sign Company, Inc. provides sign
     fabrication, installation and service products to commercial customers
     and provides program and project management services and signage
     surveys through its National Survey Associates division; and LandOak
     Company, Inc. provides vehicle rental and leasing services and brokered
     equipment leasing services. A third subsidiary, Tice Engineering and
     Sales, Inc. which provided engineering and technical solutions for the
     apparel industry, generally through the development or enhancement of
     equipment, discontinued operations in August of 2001.

     The accompanying condensed consolidated financial statements include
     the accounts of Tice Technology, Inc. ("TTI") and its three wholly
     owned subsidiaries, Tice Engineering and Sales, Inc. ("TES"), MidSouth
     Sign Company, Inc. ("MidSouth") and LandOak Company, Inc. ("LandOak").
     The acquisitions of the MidSouth and LandOak businesses were effective
     January 1, 2001. The condensed consolidated balance sheet and the cash
     flows as of and for the nine months ended December 31, 2001 and the
     results of operations for the three month and nine month periods ended
     December 31, 2001 include the balance sheets, cash flows and the
     results of operations of TTI, TES, MidSouth and LandOak for the same
     periods. The condensed consolidated balance sheet and the cash flows as
     of and for the nine months ended December 31, 2000 and the results of
     operations for the three month and nine month periods ended December
     31, 2000 exclude the balance sheets, cash flows and the results of
     operations of MidSouth and LandOak. The consolidation of these entities
     is collectively referred to as the Company or Tice. All significant
     intercompany balances and transactions have been eliminated.

     Due to the discontinuance of TES operations in August of 2001, the TES
     cash flows and results of operations for all periods presented in the
     accompanying condensed consolidated financial statements have been
     restated to reflect TES' results of operations, loss from disposal of
     assets and estimated continuing expenses as loss from discontinued
     operations net of applicable income taxes.

     These financial statements have been prepared by the Company, without
     audit, pursuant to the rules and regulations of the Securities and
     Exchange Commission. Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     accounting principles generally accepted in the United States of
     America have been omitted. The condensed consolidated financial
     statements should be read in conjunction with the financial statements
     and notes thereto included in the audited financial statements of the
     Company as of and for the period ended March 31, 2001.

     The information furnished reflects all adjustments which management
     believes are necessary for a fair presentation of the Company's
     financial position and cash flows as of and for the nine months ended
     December 31, 2001 and 2000 and the results of its

                                       7

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

1.  Condensed Consolidated Financial Statements, continued:

    operations for the three month and nine month periods ended December 31,
    2001 and 2000. All such adjustments are of a normal recurring nature.

    Effective January 1, 2001, Tice acquired substantially all the assets and
    assumed certain liabilities related to the operations of both MidSouth and
    LandOak in exchange for 5,000,000 and 8,000,000 restricted Common Shares,
    respectively. The acquisitions were accounted for by the purchase method.

2.  Results of Operations

    The results of operations for the three month and nine month periods ended
    December 31, 2001 and 2000 are not necessarily indicative of the results to
    be expected for the respective full years.

3.  Inventory

    Inventory consists of the following:

                                           December 31,           March 31,
                                              2001                  2001
                                          -------------       ---------------

             Raw materials                $      66,671       $       272,885
             Work in process                     66,652               242,173
             Finished goods                      45,338               335,218
                                          -------------       ---------------
                                                178,661               850,276
             Reserve for obsolescence                --              (115,000)
                                          -------------       ---------------
             Inventory, net               $     178,661       $       735,276
                                          =============       ===============

    During the quarter ended September 30, 2001, as a result of discontinued
    operations, TES incurred a $510,729 loss on disposal of inventory which was
    included in other expense as loss from disposal from discontinued
    operations.

4.  Loss per Share

    Basic and diluted loss per share were computed by dividing net loss
    applicable to common stock by the weighted average common shares outstanding
    during each period. Basic and diluted loss per share are the same for both
    classes of TTI common stock (thus they are not presented separately) because
    both have non-cumulative dividend rights under the terms of the Certificate
    of Incorporation. No dividends were available for distribution.

    Following is a reconciliation of the numerators and denominators of the
    basic and diluted loss per share:

                                       8

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
         Notes to Condensed Consolidated Financial Statements, Continued
                                   (unaudited)

4.   Loss per Share, continued:

<TABLE>
<CAPTION>
                                             Three Months Ended                    Nine Months Ended
                                                 December 31                          December 31
                                            2001             2000               2001               2000
                                       --------------   --------------    ----------------    --------------
     <S>                               <C>              <C>               <C>                 <C>
     Loss:
     Basic and diluted:
       Continuing operations           $    (774,208)   $     106,296     $    (1,473,774)    $    (159,322)
       Discontinued operations         $          --    $    (216,077)    $    (1,060,224)    $    (706,775)
       Net loss                        $    (774,208)   $    (109,781)    $    (2,533,998)    $    (866,097)

     Shares:
     Basic and diluted:
       Weighted average common
         shares outstanding               22,569,525        9,298,329          22,455,602         9,276,901
</TABLE>

5.   Effect of New Accounting Pronouncements

        In July 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement No. 141, Business Combinations, and Statement No. 142, Goodwill
     and Other Intangible Assets. Statement 141 specifies certain criteria
     related to business combinations and intangible assets. Statement 142
     requires that intangible assets with estimable useful lives be amortized
     over their respective estimated useful lives to their estimated residual
     values, and reviewed for impairment in accordance with FASB Statement 121,
     Accounting for the Impairment of Long-Lived and for Long-Lived Assets to be
     Disposed of.

     The Company is required to adopt the provisions of Statement 141
     immediately, and Statement 142 effective April 1, 2002. Statement 141 will
     require, upon adoption of Statement 142, that the Company evaluate its
     existing intangible assets and goodwill that were acquired in a prior
     purchase business combination, and to make any necessary reclassifications
     in order to conform with the new criteria in Statement 141 for recognition
     apart from goodwill. Upon adoption of Statement 142, the Company will be
     required to reassess the useful lives and residual values of all intangible
     assets acquired, and make any necessary amortization period adjustments by
     the end of the first interim period after adoption. For assets identified
     as having an indefinite useful life, the Company will be required to test
     the intangible asset for impairment in accordance with the provisions of
     Statement 142 within the first interim period. Any impairment loss will be
     measured as of the date of adoption and recognized as the cumulative effect
     of a change in accounting principle in the first interim period.

     As of the date of adoption the Company expects to have unamortized goodwill
     of approximately $1,465,000 which will be subject to the provisions of
     Statements 141 and 142. Management is currently evaluating the effect
     adopting the pronouncement will have on the Company's financial statements,
     including whether the Company will be required to recognize transitional
     impairment losses relating from its adoption.

                                        9

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
         Notes to Condensed Consolidated Financial Statements, Continued
                                   (unaudited)

6.   Notes Payable and Long-Term Debt

     In April 2001, the Company entered into an agreement with a financial
     institution for two lines of credit to provide financing of up to
     $1,200,000 for the purchase of rental vehicles and to refinance existing
     vehicle inventory at LandOak. Under the agreement, the Company is required
     to make monthly principal payments equal to 2.5% of the outstanding loan
     balance and monthly interest payments based on an annual interest rate of
     the prime rate plus 2% (6.75% as of December 31, 2001). The financing
     agreement expires in August 2004 and is personally guaranteed by two
     directors of the Company. The principal balance as of December 31, 2001 was
     $490,270.

     In June 2001, the Company entered into a loan modification agreement with a
     financial institution to modify the terms of two notes payable. The notes
     were modified to require the Company to reduce the principal balance of the
     notes by $1,000,000 per calendar quarter beginning in July 2001. These
     notes are secured by vehicles at LandOak and are personally guaranteed by
     two directors of the Company. The Company met the $1,000,000 principal
     payment for the quarter ended September 30, 2001, primarily through the
     sale of vehicles. During the quarter ended December 31, 2001, the Company
     made principal payments of $831,500 which was less than the required
     $1,000,000 principal reduction but was otherwise in compliance with the
     modified loan agreement. The Company and the financial institution are
     negotiating modified repayment terms which are expected to be finalized by
     March 10, 2002 and, therefore, the financial institution does not consider
     the Company to be in default of the modified loan agreement through March
     10, 2002. The modified agreement is expected to provide for the Company to
     make an immediate principal payment of $1,300,000 on the effective date of
     the loan modification from funds obtained by way of a private placement of
     Tice Common Shares with two directors of the Company. Payment of the
     remaining principal balance will be achieved through the sale of vehicles,
     including vehicles maintained in the rental and leasing fleet, which will
     force the Company to close its rental operations by June 30, 2002. As of
     December 31, 2001, the principal balance of the notes was $3,693,500.

7.   Income Taxes

     The provision for income taxes relates to foreign taxes on TES' license
     fees and royalty income.

8.   Segment Information

     The Company has two operating segments: MidSouth, which manufactures,
     installs and services signs and provides sign surveys and project
     management services in the sign industry; and LandOak, which provides daily
     and longer term vehicle rental and leasing. TES, which manufactured and
     sold equipment and services in the industrial sewing machine market,
     represented a third operating segment until it discontinued operations in
     August of 2001. The following is a summary of certain financial information
     relating to the segments for the nine months ended December 31, 2001. No
     information is provided

                                       10

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
         Notes to Condensed Consolidated Financial Statements, Continued
                                   (unaudited)

8.   Segment Information, continued:

     for the same period of the prior year since the acquisition of the MidSouth
     and LandOak businesses occurred effective January 1, 2001.

<TABLE>
<CAPTION>
     Nine Months Ended                        Discontinued     TTI/
     December 31, 2001                         Operations      TES      MidSouth    LandOak      Total
       (Amounts in thousands)
     <S>                                      <C>            <C>        <C>         <C>        <C>
     Revenues from external customers                 --     $   55     $ 4,656     $ 1,729    $  6,440
     Revenues from discontinued operations      $     74         --          --          --          74
     Intersegment revenues                            --         --     $    10     $    18    $     28
     Income (loss) before income taxes          $ (1,060)    $ (382)    $  (385)    $  (701)   $ (2,528)
     Segment assets                             $     38     $  218     $ 2,622     $ 4,940    $  7,818
</TABLE>

9.   Discontinued Operations and Subsequent Events

     On June 29, 2001, Tice entered into a letter of intent with William A. Tice
     ("Buyer"), who was at the time the Chairman of the Board of Directors,
     whereby Tice would sell certain assets of TES to the Buyer in exchange for
     approximately 4,500,000 of the Buyer's Tice Common Shares and the
     assumption of certain liabilities of TES. This transaction was conditioned
     upon the execution of a definitive purchase agreement by August 15, the
     acquisition of working capital funding by Mr. Tice and final approval by
     the Boards of Directors of Tice and TES. On August 13, 2001, as announced
     by the Company, Mr. Tice withdrew from the letter of intent. As a result,
     on August 13, 2001, the Company discontinued sales, manufacturing, research
     and development activities at TES. Under agreements by which it licenses
     patented technology to other manufacturers, TES expects to continue to earn
     royalties and additional licensing fees.

     Management attempted but was not able to locate buyers for the TES business
     and/or the majority of TES assets. As a result, during the quarter ended
     September 30, 2001, all TES employees were terminated, inventory, property
     and equipment were written down to estimated disposal value, the building
     housing the TES/TTI offices and facilities was vacated and the lease was
     terminated. Additionally, patents not related to licensing agreements were
     written off, certain accruals were adjusted and a reserve for continuing
     expenses related to discontinued operations was established including
     expenses related to the employment contract with William A. Tice through
     the April 30, 2002 expiration date. The Company reflected charges of
     $503,411 and $175,000 for asset disposal and estimated continuing expenses,
     respectively, related to the discontinuance of TES operations.

     Operating revenues from discontinued operations are as follows:

<TABLE>
<CAPTION>
                                               Three Months Ended                   Nine Months Ended
                                                   December 31,                        December 31,
                                               2001          2000                 2001              2000
                                           ------------  ------------         ------------      -----------
     <S>                                   <C>           <C>                  <C>               <C>
     Product sales and service             $        --   $    95,416          $    74,223       $   343,427
</TABLE>

                                       11

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
         Notes to Condensed Consolidated Financial Statements, Continued
                                   (unaudited)

9.   Discontinued Operations and Subsequent Events, continued:

     In October 2001, the Company sold certain of its office equipment to a
     related party which assumed the related capital lease obligations. The
     Company also transferred other office equipment and the related capital
     lease obligations to MidSouth. The remaining manufacturing and office
     equipment and a small portion of inventory were sold for $77,000 at public
     auction during October for a $27,000 gain which increased the reserve for
     discontinued operations.

     In August 2001, the TTI and TES offices were relocated to 10267 Kingston
     Pike, Knoxville, Tennessee.

     On October 15, 2001, William A. Tice resigned his positions on the Boards
     of Directors of TTI and TES.

     On December 18, 2001, in a private placement transaction, the Company
     converted $529,870 of notes payable to William A. Tice (note payable to
     related party) to 1,125,000 Tice Common Shares. The shares are restricted
     as to sale.

     On February 27, 2002, the Company entered into a letter of intent to
     acquire the assets of A3 Technologies, Inc. (formerly Glow Products
     Corporation). If a final definitive agreement is reached, the Company will
     acquire all the assets and contract rights of A3 Technologies, including
     the commercialization and market rights held by A3 Technologies to the
     patented Atmospheric Plasma technology developed at the University of
     Tennessee Research Center and privatized by Atmospheric Glow Technologies.
     As a condition to the acquisition, the Company must raise $6.5 million of
     new capital through a private placement. The Company also has to meet
     several other conditions for the successful consummation of the
     transaction, including, but not limited to, obtaining shareholder approval
     for the increase in the number of authorized shares of the Company, a
     reverse stock split of the holdings of existing shareholders, divestiture
     of current subsidiaries LandOak Company, Inc. and MidSouth Sign Company,
     Inc., conversion of all existing Class B Common Shares to Common Shares
     effecting a change in control of the Company, and the issuance of 750,000
     new Class B Common Shares to the principals of A3 Technologies.

     If successfully consummated, this major shift in business strategy by the
     Company will also result in an anticipated change in the Company's name and
     principal place of business. Closing for this transaction is anticipated by
     April 30, 2002, but in no case later than June 30, 2002 without the consent
     of both parties.

10.  Continuing Operations

     As shown on the accompanying financial statements, the Company has had
     recurring losses from operations and resulting cash flow problems. The
     ability of the Company to continue as a going concern is dependent on
     management's ability to terminate unprofitable operations, enhance existing
     profitable operations, identify opportunities

                                       12

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
         Notes to Condensed Consolidated Financial Statements, Continued
                                   (unaudited)

10.  Continuing Operations, continued

     outside of the existing business and maintain adequate financing until cash
     flow from operations is sufficient. A substantial portion of the Company's
     losses have been generated by TES, the segment of the consolidated entity
     which manufactured and sold equipment and services in the industrial sewing
     machine market. TES discontinued operations in August 2001. Management has
     concluded that the rental and leasing operations at LandOak cannot create
     sufficient cash flow to justify its existence nor is it able to obtain
     competitive new vehicle financing. The Company has attempted to locate a
     buyer for its rental operation but has been unsuccessful to date.
     Therefore, the Company has begun reducing headcount and store operations in
     an effort to liquidate LandOak assets and retire LandOak indebtedness.
     Management believes that MidSouth has the ability to sufficiently meet cash
     flow requirements under normal operating conditions but it must identify
     additional opportunities to achieve long term profitability.

                                       13

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

     The following analysis of the consolidated financial condition and results
of operations of Tice Technology, Inc. and its subsidiaries, Tice Engineering
and Sales, Inc., MidSouth Sign Company, Inc. and LandOak Company, Inc.,
collectively referred to as "Tice" or the "Company," should be read in
conjunction with the unaudited condensed consolidated financial statements and
notes thereto included herein and the audited financial statements and notes
thereto for the year ended March 31, 2001.

The Company
-----------

     Tice Technology, Inc. ("TTI") is a holding company that was formed in 1996
by Tice Engineering and Sales, Inc. ("TES") to acquire and hold the issued and
outstanding stock of TES. Effective January 1, 2001, Tice purchased
substantially all of the assets of MidSouth Sign Company, LLC in exchange for
5,000,000 of its Common Shares and the assumption of certain liabilities. Also
effective January 1, 2001, Tice purchased substantially all of the assets of The
LandOak Company, LLC in exchange for 8,000,000 of its Common Shares and the
assumption of certain liabilities. Tice formed two subsidiaries, MidSouth Sign
Company, Inc. ("MidSouth") and LandOak Company, Inc. ("LandOak"), in which to
operate the businesses purchased. Two of Tice's directors, Mike Atkins and Pat
Martin, control and are two of the owners of MidSouth Sign Company, LLC and
control and are all of the owners of The LandOak Company, LLC. In addition, The
LandOak Company, LLC has approximately $24,500,000 in outstanding notes payable
and accrued interest payable to investors that were not assumed by Tice. The
LandOak Company, LLC and its owners have indemnified Tice with respect to such
notes. In addition, Mr. Atkins and Mr. Martin have agreed to continue to
personally guarantee certain bank debt which was assumed by Tice in both the
LandOak and the MidSouth acquisitions.

     On February 27, 2002, the Company entered into a letter of intent to
acquire the assets of A3 Technologies, Inc. (formerly Glow Products
Corporation). If a final definitive agreement is reached, the Company will
acquire all the assets and contract rights of A3 Technologies, including the
commercialization and market rights held by A3 Technologies to the patented
Atmospheric Plasma technology developed at the University of Tennessee Research
Center and privatized by Atmospheric Glow Technologies. As a condition to the
acquisition, the Company must raise $6.5 million of new capital through a
private placement. The Company also has to meet several other conditions for the
successful consummation of the transaction, including, but not limited to,
obtaining shareholder approval for the increase in the number of authorized
shares of the Company, a reverse stock split of the holdings of existing
shareholders, divestiture of current subsidiaries LandOak Company, Inc. and
MidSouth Sign Company, Inc., conversion of all existing Class B Common Shares to
Common Shares effecting a change in control of the Company, and the issuance of
750,000 new Class B Common Shares to the principals of A3 Technologies.

     If successfully consummated, this major shift in business strategy by the
Company will also result in an anticipated change in the Company's name and
principal place of business. Closing for this transaction is anticipated by
April 30, 2002, but in no case later than June 30, 2002 without the consent of
both parties.

     A brief description of each of the subsidiaries follows:

                                       14

<PAGE>

MidSouth Sign Company, Inc.
---------------------------

     Effective January 1, 2001, MidSouth Sign Company, Inc., a wholly owned
subsidiary of Tice, acquired the assets and certain liabilities of MidSouth Sign
Company, LLC in exchange for 5,000,000 Common Shares of Tice. MidSouth's primary
business is the design, fabrication, installation and service of metal and vinyl
signage, primarily for customers in the southeastern United States. In addition,
MidSouth operates a division called National Survey Associates ("NSA") which was
also purchased by MidSouth that has been providing sign survey, project
management and other services to customers on a national basis since 1995.

     MidSouth's sign operations are centered in a 30,000 square foot design and
manufacturing facility located in Knoxville, TN. With state-of-the-art spray
booths and overhead monorail load systems, MidSouth produces a full range of
signs including large outdoor double-faced internally lighted box pylon signs,
lighted channel letters which are installed on buildings, and monument signs.
The majority of MidSouth's sign fabrication business is custom, made-to-order
sign products. This segment requires the company's sales and design services
team to work closely with customers to design signs that best meet their needs.
Signs are designed with the use of computer-aided design systems which
electronically transfer specifications to the factory floor. MidSouth installs
signs for its customers as well as for other manufacturers with the use of seven
crane trucks. A growing segment for the company is the service business which
includes cleaning, light bulb replacement, electrical and sign face repair, and
repainting. Service is provided in an emergency or on an ongoing preventative
maintenance basis.

     MidSouth has its own direct sales team for the sign, installation and
service business, the majority of which occurs in Tennessee and Kentucky.
MidSouth does considerable sign and installation business with hotel and
restaurant chains that are a source of additional sales as they open new sites
across the country. Although MidSouth is typically a primary vendor, it also
serves as a subcontractor to larger, nationally based sign companies.
Conversely, MidSouth retains the services of other sign companies to install
signs outside of MidSouth's service area. Competition for sign products and
services is intense. Competitive factors are primarily quality, price, project
and program management capabilities, design considerations and maintenance
services.

     NSA is the fastest growing segment of the MidSouth business. NSA has a
national network of contract field agents that perform onsite signage surveys.
Utilizing a sophisticated computer database system, NSA's staff compiles and
analyzes the survey data to produce signage recommendations and comprehensive
assessment reports that are custom designed for each customer's needs. Many of
NSA's customers are major companies that have numerous sites nationwide. NSA has
provided assessment services for corporate image changes and sign conversions
that have resulted from corporate mergers. Using its extensive field network and
data management capabilities, NSA has moved into project management which has
included ATM logo changes and bank sign conversions. In providing its services,
NSA is a primary vendor as well as a subcontractor to larger project management
companies. Competition in this segment is intense and consists mainly of sign
companies who use in-house staff on a limited scope basis, plus small
independent survey companies.

                                       15

<PAGE>

LandOak Company, Inc.
---------------------

     Effective January 1, 2001, Tice acquired all the assets and certain
liabilities of The LandOak Company, LLC in exchange for 8,000,000 Common Shares
of Tice. LandOak is primarily in the automobile and light truck rental, leasing,
financing and sales business. LandOak operates five rental centers around the
upper east Tennessee area from Kingsport, Tennessee to Knoxville, Tennessee. In
addition, LandOak operates a leasing division where it primarily offers
internally financed as well as brokered automobile leasing for individual and
commercial clients.

     Management has explored a variety of opportunities to expand LandOak's
rental operations and has determined that LandOak cannot effectively compete at
the local level. The lack of new vehicle financing has further impeded LandOak's
competitiveness. Management has concluded that the rental and leasing operations
at LandOak cannot create sufficient cash flow to justify its existence. The
Company has attempted to locate a buyer for its rental operation but has been
unsuccessful to date. Therefore, the Company has begun reducing headcount and
store operations in an effort to liquidate LandOak assets and retire LandOak
indebtedness.

     The U.S. daily vehicle rental industry has two principal markets: (1) the
highly competitive airport market which accounts for the largest portion of
vehicle rentals in the U.S. and (2) local markets which are underserved and less
competitive. LandOak operates in the local rental market where customers have a
short term need for a vehicle for personal or business use or who require a
temporary replacement vehicle while their own vehicle is out of service or is
being repaired. LandOak also sells used vehicles and loss damage waiver
insurance for the vehicles it rents.

     LandOak has incurred substantial debt to finance its rental fleet. LandOak
acquired the majority of its vehicles through manufacturer residual value
programs that repurchase or guarantee the resale value of the program vehicles
at the end of the rental cycle. The program vehicles and the related repurchase
commitments of the manufacturer are used as collateral for fleet financing.

     The major national brands such as Hertz, Budget, Alamo, National, Dollar
and Thrifty operate predominantly in the airport markets while Enterprise
Rent-A-Car operates predominately in the local markets. However, it can be
expected that some of the major national brands will expand into the local
markets during the next few years. LandOak has not engaged in any franchise
arrangements. LandOak's primary competition is from Enterprise as well as second
tier rental companies such as Payless and Rent-A-Wreck, automobile dealerships
and used car lots. LandOak and its predecessors have developed a market position
and reputation for providing highly personalized service and flexible rental,
lease and financing products designed to meet the specific needs of its
customers.

     The economy affects both rental rates and the demand for rental cars.
Slowdowns in the economy have adversely affected the operating results of
LandOak. In addition, the vehicle rental business is subject to seasonal
variations in customer demand, with the summer period representing the peak
season for vehicle rentals. These changes require LandOak to vary the size of
its fleet from summer to winter.

                                       16

<PAGE>

     LandOak has a variety of vehicles including sub-compacts, light trucks,
vans and sport utility vehicles for a total of 176 vehicles in its rental fleet.
The age of its current fleet ranges from new to four years in age. In addition,
LandOak has approximately 72 vehicles on longer-term leases ranging from six
months to five years. LandOak has gradually reduced the number of employees who
market both internally financed leases and brokered leases. Due to the capital
constraints, increased competition by automobile manufacturers through financing
incentives and limited sources of new capital at LandOak, the Company has
reduced its efforts to provide leasing and financing of new vehicles and is
utilizing outside sales representatives instead of full time employees.

Tice Engineering and Sales, Inc.
--------------------------------

     On June 29, 2001, Tice entered into a letter of intent with William A. Tice
("Buyer"), who was at the time the Chairman of the Board of Directors, whereby
Tice would sell certain assets of TES to the Buyer in exchange for approximately
4,500,000 of his Tice Common Shares and the assumption of certain liabilities of
TES. This transaction was conditioned upon the execution of a definitive
purchase agreement by August 15, the acquisition of working capital funding by
Mr. Tice and final approval by the Boards of Directors of TTI and TES. On August
13, 2001, as announced by the Company, Mr. Tice withdrew from the letter of
intent. As a result, on August 13, 2001, the Company discontinued sales,
manufacturing, research and development activities at TES. Management attempted
but was not able to locate buyers for the TES business and/or the majority of
TES assets. As a result, during the quarter ended September 30, 2001, all TES
employees were terminated, inventory, property and equipment were written down
to estimated disposal value, the building housing the TES/TTI offices and
facilities was vacated and the lease was terminated. Additionally, patents not
related to licensing agreements were written off, certain accruals were adjusted
and a reserve for estimated continuing expenses was established including
expenses related to the employment contract with William A. Tice through the
April 30, 2002 expiration date. Under agreements by which it licenses patented
technology to other manufacturers, TES expects to continue to earn royalties and
possible additional licensing fees.

Results of Operations

     The Company's revenues historically have been generated primarily from the
sales of its products and services through its TES subsidiary, with service
revenues representing less than 1% of such revenues. Since TES obtained a patent
on its electronic gearing technology in 1995 and, in 1997, began licensing the
non-exclusive rights to manufacture equipment using the technology to other
manufacturers, TES has been receiving license fees and royalties. The
accompanying financial statements reflect the recording of revenues due from
royalties on two categories of machines sold by the licensee during the period.

     Effective January 1, 2001, the Company acquired the assets and operations
of two additional businesses, MidSouth Sign Company, LLC and The LandOak
Company, LLC. MidSouth revenues are generated from the sale of its products and
services, and LandOak revenues are generated primarily from the rental and
leasing of vehicles. As described elsewhere herein, on August 13, 2001, the
Company discontinued sales, manufacturing, research and development activities
at TES. As a result, during the quarter ended September 30, 2001, all TES
employees were terminated, inventory, property and equipment were written down
to estimated

                                       17

<PAGE>

disposal value, the building housing the TES/TTI offices and facilities was
vacated and the lease was terminated. Additionally, patents not related to
licensing agreements were written off, certain accruals were adjusted and a
reserve for continuing expenses related to discontinued operations was
established. Due to the discontinuance of TES operations, the TES cash flows and
results of operations for all periods presented in the accompanying condensed
consolidated financial statements have been restated to reflect TES' results of
operations, loss from disposal of assets and estimated continuing expenses as
loss from discontinued operations net of applicable income taxes. Because the
Company is expected to continue to earn royalties, royalty income is reflected
as operating revenue.

     At the Company's MidSouth subsidiary, there is one customer that accounted
for 12% of the Company's total operating revenues during the nine months ended
December 31, 2001. There were no customers at LandOak or TES that represented
greater than 10% of the Company's total revenues. Domestic sales accounted for
100% of sales during the three months and nine months ended December 31, 2001.

     The following table sets forth the percentage of total revenues represented
by certain items reflected in the Company's unaudited condensed consolidated
statements of operations.

<TABLE>
<CAPTION>
                                                            Percentage of total revenues
                                                            ----------------------------

                                                   For the three months      For the nine months
                                                   ended December 31,        ended December 31,
                                                   2001         2000         2001         2000
                                                ----------   ----------   ----------   ----------
                                                             (restated)                (restated)
<S>                                             <C>          <C>          <C>          <C>
Operating revenues:
   Product sales and service                          76.6%         --          72.3%          --
   Rental and lease income                            24.2%         --          26.8%          --
   License fees                                         --        84.7%           --         62.5%
   Royalties                                          (0.8)%      15.3%          0.9%        37.5%
                                                ----------   ---------    ----------   ----------

   Total operating revenues                          100.0%      100.0%        100.0%       100.0%

Operating expenses:
   Costs of product sales and service                 82.9%         --          64.4%          --
   Cost of rental and lease revenues                  26.4%         --          28.8%          --
   Selling, general and administrative                26.7%       34.4%         23.0%        90.6%
                                                ----------   ---------    ----------   ----------

   Total operating expenses                          136.0%       34.4%        116.2%        90.6%

Operating (loss) profit                              (36.0%)      65.6%        (16.2%)        9.4%

Other income (expense):
   Interest expense                                   (6.7%)     (19.5%)        (7.5%)      (39.2%)
   Other income                                        0.7%         --           0.9%          --
   Loss on sale of fixed assets                         --          --            --           --
   Loss from discontinued operations                    --       (73.3%)       (16.5%)     (176.7%)
                                                ----------   ---------    ----------   ----------
</TABLE>

                                       18

<PAGE>


<TABLE>
<S>                                         <C>         <C>         <C>           <C>
     Total other expense, net                  (6.0%)     (92.8%)       (23.1%)    (215.9%)
                                            -------     -------     ---------     -------

Loss before incomes taxes                     (42.0%)     (27.2%)       (39.3%)    (206.5%)
Provision for income taxes                     (0.1)%      10.0%          0.1%       10.0%
                                            -------     -------     ---------     -------

Net loss                                      (41.9%)     (37.2%)       (39.4%)    (216.5%)
                                            =======     =======     =========     =======
</TABLE>


Three Months Ended December 31, 2001 and December 31, 2000
----------------------------------------------------------

     The results of operations and cash flows for the three months ended
December 31, 2001 include the results of operations and cash flows of both
MidSouth and LandOak as a result of the Company's acquisition of these
businesses effective January 1, 2001. . TES' results of operations are included
in loss from discontinued operations except for royalty income and interest
expense which are classified as operating revenue and operating expense,
respectively. The results of operations and cash flows for the three months
ended December 31, 2000 do not include the results of operations and cash flows
for MidSouth and LandOak as the acquisitions were not effective until January of
2001. TES' results of operations are included in loss from discontinued
operations except for royalty income and interest expense which are classified
as operating revenue and operating expense, respectively.

     Total Operating Revenues. Total operating revenues for the three months
     ------------------------
ended December 31, 2001 increased to $1,848,573 from $295,000 in the same period
of the previous fiscal year. Operating revenues were comprised of $1,415,670 in
revenues from MidSouth operations and $448,238 in revenues from LandOak
operations. Operating revenues from continuing operations at TES were a negative
$15,335 during the three months ended December 31, 2001 due to an over-accrual
of royalty revenue during the three months ended September 30, 2001. As the
royalty agreement requires the licensee to report royalty revenue only two times
each year, the Company accrued revenue based on the August 2001 royalty revenue
report which was greater than the report received in February 2002. The Company
had revenues of $295,000 in the same period of the previous fiscal year due to
$45,000 of royalty income and $250,000 of licenses fees earned in the previous
fiscal year with no comparable license fees earned in the three months ended
December 31, 2001.

     Continuing operations at TES consist of a licensing agreement with a sewing
machine manufacturer that utilizes the Company's patented electronic gearing
technology. Royalty income and, possibly, licensing fee income for TES are
expected to continue during the term of the licensing agreement. Revenues at
MidSouth are seasonal and are generally tied to the overall condition of the
economy, particularly the commercial real estate and development market. Sales
of sign products and installation services decreased 1% during the three months
ended December 31, 2001 as compared to the previous fiscal quarter, reflecting
both the weaker economy and the slower winter season. Additionally, revenues at
MidSouth's NSA division are typically generated from large contracts covering
multiple months. These revenues are cyclical and are dependent on the timing of
the contracts. NSA's revenues increased 8% during the three months ended
December 31, 2001 as compared to the previous fiscal quarter. Revenues at
LandOak, which are seasonal in nature, decreased 26% in the three months ended
December 31, 2001 compared to the previous fiscal quarter. Daily and monthly
rental revenues, driven by the peak summer months of rental demand, decreased
41% during the three months ended December

                                       19

<PAGE>

31, 2001, but longer-term lease revenue increased 10% due to the commencement of
a large contract lease agreement.

     Cost of Product Sales and Service. Cost of product sales and service
     ---------------------------------
(relating to the MidSouth subsidiary) increased by 16% for the three months
ended December 31, 2001 to $1,532,676 from $1,315,556 during the previous fiscal
quarter. Product margins were lower during the three months ended December 31,
2001 due to lower pricing by MidSouth as a result of competitive pricing
pressures and to increase sales in a weak market.

     Cost of Rental and Lease Revenues. Cost of rental and lease revenues at
     ---------------------------------
LandOak for the three months ended December 31, 2001 decreased 20% to $486,660
from $608,360 during the previous fiscal quarter, reflecting reduced revenues
and the Company's aggressive efforts to reduce excess vehicle inventory and
operating costs associated with the Company's operations. Included in the cost
of rental and lease revenues for the three months ended December 31, 2001 is
$221,811 of depreciation mainly attributable to the Company's rental and lease
vehicle fleets.

     Research and Development. No research and development expenses, customarily
     ------------------------
related solely to TES, were incurred during the three month period ended
December 31, 2001.

     Selling, General and Administrative. Selling, general and administrative
     -----------------------------------
expenses increased 386% to $493,800 during the three months ended December 31,
2001 from $101,570 during the same period of the previous fiscal year. This
increase is primarily the result of the inclusion of $306,506 of expenses at
MidSouth and $109,019 of expenses at LandOak during the three months ended
December 31, 2001 due to the acquisition of those businesses effective January
1, 2001. Selling, general and administrative expenses at TTI and TES decreased
23% to $78,276 during the three months ended December 31, 2001 from $101,570
during the same period of the previous fiscal year, primarily the result of
reduced expenses for salaries and stockholder relations, which were partially
offset by increased legal expenses. For both fiscal quarters, selling, general
and administrative expenses related to TES have been reclassified to loss from
discontinued operations.

     Operating Loss. For the three months ended December 31, 2001, the Company's
     --------------
operating loss increased to $664,563 from an operating profit of $193,430 for
the same period of the previous fiscal year. The increased loss is mainly
attributable to the inclusion of operating losses from MidSouth of $423,511 and
LandOak of $147,441 due to the acquisition of those businesses effective January
1, 2001. TTI and TES had an operating loss of $93,611 compared to an operating
profit of $193,430 for the same period of the previous fiscal year which profit
was primarily attributable to license and royalty fees.

     Interest Expense. Interest expense increased by 115% to $123,821 during the
     ----------------
three months ended December 31, 2001 from $57,634 the same period the previous
fiscal year. This increase is primarily the result of the inclusion of $60,885
of LandOak interest expense (primarily related to vehicle financing) and $15,708
of MidSouth interest expense (primarily related to notes payable issued for
equipment purchases and working capital financing) due to the acquisition of
those businesses effective January 1, 2001. TTI and TES interest expense
decreased by 18% to $47,229 during the three months ended December 31, 2001 from
$57,634 during the same period of the previous fiscal year, the result of
reduced indebtedness.

                                       20

<PAGE>


     Loss From Discontinued Operations. The Company had no loss from
     ---------------------------------
discontinued operations during the three months ended December 31, 2001 compared
to a loss from discontinued operations of $216,077 during the same period of the
previous fiscal year which loss related to TES operations.

     Net Loss. The Company's net loss increased to a net loss of $774,208 during
     --------
the three months ended December 31, 2001 from a net loss of $109,781 during the
same period of the previous year due primarily to the inclusion of operating
losses and interest expense at LandOak and MidSouth as a result of the
acquisition of those businesses effective January 1, 2001, the increased
operating loss at TTI and TES, partially offset by the decreased loss from
discontinued operations at TES.

Nine Months Ended December 31, 2001 and December 31, 2000
---------------------------------------------------------

     The results of operations and cash flows for the nine months ended December
31, 2001 include the results of operations and cash flows of both MidSouth and
LandOak as a result of the Company's acquisition of these businesses as of
January 1, 2001. TES' results of operations are included in loss from
discontinued operations except for royalty income and interest expense which are
classified as operating revenue and operating expense, respectively. The results
of operations and cash flows for the nine months ended December 31, 2000 do not
include the results of operations and cash flows for MidSouth and LandOak. TES'
results of operations are included in loss from discontinued operations except
for royalty income and interest expense which are classified as operating
revenue and operating expense, respectively.

     Operating Revenues. Operating revenues of the Company for the nine months
     ------------------
ended December 31, 2001 increased to $6,439,616 from $400,000 in the same period
of the previous fiscal year. This increase is the result of the inclusion of
$4,655,707 of revenue from MidSouth and $1,728,744 of revenue from LandOak for
the nine months ended December 31, 2001. Royalty revenue from TES decreased to
$55,165 during the nine months ended December 31, 2001 from $150,000 during the
same period of the previous fiscal year. This decrease is based on lower
reported sales and royalties from the sole licensee of the Company's patented
electronic gearing technology. There was no license fee revenue during the nine
months ended December 31, 2001 compared to $250,000 during the same period of
the previous fiscal year. TES' product sales and service revenues have been
reclassified to loss from discontinued operations for the nine months ended
December 31, 2001 and 2000.

     Cost of Product Sales and Service. Cost of product sales and service
     ---------------------------------
increased to $4,149,431 due to the inclusion of MidSouth's results of operations
for the nine months ended December 31, 2001 as a result of the Company's
acquisition of the business as of January 1, 2001. TES' cost of product sales
and service has been reclassified to loss from discontinued operations for the
nine months ended December 31, 2001 and 2000, respectively.

     Cost of Rental and Lease Revenues. Cost of rental and lease revenues
     ---------------------------------
increased to $1,855,234 due to the inclusion of LandOak's results of operations
for the nine months ended December 31, 2001 as a result of the Company's
acquisition of the business as of January 1, 2001. Included in the cost of
rental and lease revenues is $908,986 of depreciation associated with the
Company's rental and lease vehicle fleet.

                                       21

<PAGE>

     Research and Development. Research and development expenses, related solely
     ------------------------
to TES, have been reclassified to loss from discontinued operations.

     Selling, General and Administrative. Selling, general and administrative
     -----------------------------------
expenses increased 308% to $1,478,319 during the nine months ended December 31,
2001 from $362,529 during the same period of the previous fiscal year. This
increase is primarily due to the inclusion of $855,968 of expenses at MidSouth
and $338,308 of expenses at LandOak during the nine months ended December 31,
2001 due to the acquisition of those businesses as of January 1, 2001. Selling,
general and administrative expenses at TTI decreased 22% to $284,043 during the
nine months ended December 31, 2001 from $362,529 during the same period of the
previous fiscal year, primarily the result of reduced expenses for salaries and
stockholder relations. For the nine month periods ended December 31, 2001 and
2000, respectively, selling, general and administrative expenses related to TES
have been reclassified to loss from discontinued operations.

     Operating Loss. For the nine months ended December 31, 2001, the Company's
     --------------
operating loss increased to $1,043,368 from an operating profit of $37,471 for
the same period of the previous fiscal year. The increased loss is mainly
attributable to reduced royalty and license fee income for TES and the inclusion
of the operating losses from LandOak of $464,798 and from MidSouth of $349,692
due to the acquisition of those businesses effective January 1, 2001. This was
partially offset by TTI's reduced selling, general and administrative expenses.
For the nine month periods ended December 31, 2001 and 2000, respectively, TES'
operating loss, except for royalty income and interest expense, has been
reclassified to loss from discontinued operations.

     Interest Expense. Interest expense increased to $484,691 during the nine
     ----------------
months ended December 31, 2001 from $157,138 during the same period of the
previous fiscal year. This increase is attributable to inclusion of $283,357 of
LandOak interest expense (primarily related to vehicle financing) and $56,185 of
MidSouth interest expense (primarily related to notes payable issued for
equipment purchases and working capital financing) due to the acquisition of
those businesses effective January 1, 2001. TTI and TES interest expense
decreased slightly to $145,149 during the nine months ended December 31, 2001
from $157,138 during the same period of the previous fiscal year.

     Loss from Discontinued Operations. Loss from discontinued operations
     ---------------------------------
increased to $1,060,224 during the nine months ended December 31, 2001 from
$706,775 during the same period of the previous fiscal year. Included in the
loss from discontinued operations for the nine months ended December 31, 2001 is
$678,411 attributable to the write-down of equipment, inventory and other assets
to estimated realizable value and the establishment of a reserve for estimated
future costs associated with the cessation of operating activities at TES.
Additionally, TES' operating loss contributed $381,813 to loss from discontinued
operations.

     Net Loss. The Company's net loss increased to a net loss of $2,533,998
     --------
during the nine months ended December 31, 2001 from a net loss of $866,097
during the same period of the previous fiscal year due to the inclusion of
operating losses and interest expense from LandOak and MidSouth as a result of
the acquisition of those businesses effective January 1, 2001, the increased
loss from discontinued operations, partially offset by the decreased operating
loss from TES.

                                       22

<PAGE>

Liquidity and Capital Resources

     Since its inception, Tice has financed its operations through a combination
of cash flow from operations, bank borrowings, borrowings from individuals and
the sale of common stock. Capital requirements have arisen primarily in
connection with purchases of fixed and intangible assets, and Tice (through its
wholly owned subsidiary, TES) has historically made significant expenditures
each year for research and development and marketing of new technology,
particularly in fiscal year 2001 related to the FS-2000 felling machine and the
dual-head lockstitch machine. In fiscal year 2001, Tice acquired substantially
all the assets and assumed certain liabilities associated with two businesses,
MidSouth and LandOak, which acquisitions have been described in more detail
elsewhere herein. In connection with these acquisitions, Tice has significantly
increased its liabilities, thereby increasing the need for cash to meet debt
obligations, working capital requirements and investment in property and
equipment. In addition, Tice may have additional capital needs as it pursues
other acquisitions. Tice's cash flow has been affected by the MidSouth and
LandOak businesses since January 1, 2001.

         Due to the discontinuance of TES operations in August 2001, TES cash
flows and results of operations for all periods presented in the accompanying
condensed consolidated financial statements have been restated to reflect TES'
results of operations, loss from disposal of assets and estimated continuing
expenses as loss from discontinued operations net of applicable income taxes.
Because the Company is expected to continue to earn royalties, royalty income
and interest expense are reflected in operating income.

     Net cash provided by operating activities was $52,117 during the nine
months ended December 31, 2001 and net cash used by operating activities was
$671,510 during the same period of the previous fiscal year. The primary sources
of cash from operating activities for the nine months ended December 31, 2001
were decreased receivables of $615,102, increased accounts payable and accrued
liabilities of $166,623, and decreased inventory of $37,886, substantially
offset by the net loss of $735,429, excluding non-cash expenses of depreciation,
amortization and loss from discontinued operations, and other increases and
decreases of non-cash and working capital items.

     Net cash provided by investing activities was $1,448,483 during the nine
months ended December 31, 2001. Net cash used by investing activities was
$24,139 during the same period of the previous fiscal year. The primary sources
of cash from investing activities during the nine months ended December 31, 2001
were $2,911,284of proceeds from disposal of property and equipment (primarily
from the sale of used vehicles at LandOak) and $104,235 of payments received on
financing notes receivable, partially offset by $1,500,817 of property and
equipment purchases (primarily for vehicles at LandOak) and $62,007 increase in
other assets. The primary use of cash by investing activities during the nine
months ended December 31, 2000 was the increase of other assets of $36,981
partially offset by $21,000 proceeds from disposal of property and equipment.

     Net cash used by financing activities was $1,606,003 during the nine months
ended December 31, 2001. Net cash provided by financing activities was $482,504
during the same period of the previous fiscal year. The primary uses of cash
during the nine months ended December 31, 2001 were $2,976,152 of principal
payments on notes payable and long-term debt, mainly for vehicle financing at
LandOak, $26,961 of principal payments on notes payable to

                                       23

<PAGE>

related parties and $60,015 of principal payments on capital lease obligations,
partially offset by $1,287,946 of proceeds from notes payable and long-term debt
for financing vehicle purchases at LandOak, $118,803 reduction of the escrow
account, $30,000 of proceeds from a note payable to a related party and $20,376
of proceeds from a life insurance loan. The primary sources of cash provided by
financing activities for the nine months ended December 31, 2000 were $416,952
of proceeds from the issuance of notes payable, $50,000 of proceeds from the
issuance of notes payable to related parties and $25,000 proceeds from the
issuance of stock.

     In a related party transaction in December 2001, LandOak sold 45 vehicles
to TLC Financial Services, LLC to facilitate a short term lease contract whereby
TLC leases the vehicles to a major customer. TLC is owned by two directors of
the Company. TLC issued a promissory note to the Company for the purchase of 12
of the vehicles in the amount of $151,484 with interest payable monthly. The
note, which is due June 2002, is collateralized by the vehicles and the lease
contract. Pursuant to the agreement between the Company and TLC, TLC pays lease
management fees to the Company each month. At the expiration of the lease
contract with its customer, TLC will sell the vehicles and repay the outstanding
principal on the promissory note to the Company. Management believes that this
transaction is beneficial to the Company and that the terms are competitive and
are similar to terms that would be negotiated with an unrelated third party.

     Effective January 1, 2001, Tice purchased substantially all of the assets
and assumed certain liabilities of MidSouth Sign Company, LLC and LandOak
Company, LLC in exchange for 13,000,000 Tice Common Shares. Specifically,
8,000,000 restricted Common Shares were issued for the purchase of the assets of
LandOak and 5,000,000 restricted Common Shares were issued for the purchase of
the assets of MidSouth. These shares carry a two-year restriction as to resale.
Additionally, various notes payable, lease obligations, other debt obligations
as well as other liabilities were assumed as part of the purchase agreement.

     The Company's principal commitments at December 31, 2001 consisted
primarily of notes payable, notes payable to related parties, obligations under
capitalized leases, accounts payable, accrued liabilities and other liabilities
which are primarily customer deposits. Notes payable, including both the short
term and long term portions, were $6,051,524. Of this balance, $4,183,770
represents notes payable to two financial institutions, is related to the
financing of LandOak's rental and lease vehicles and is classified as current
portion of notes payable; $439,482 is term debt primarily from financial
institutions and related to the purchase of equipment and financing working
capital needs, of which $228,000 is classified as current portion of notes
payable; $164,268 is indebtedness to a company and is related to the purchase of
the land and building at MidSouth, of which $16,871 is classified as current
portion of notes payable; $200,000 is indebtedness under a working capital line
of credit with a financial institution, all of which is classified as current
portion of notes payable; $964,004 is related to notes payable to investors, is
due June 2003 and is classified as long term debt; and $100,000 is a note
payable to an investor, has matured but has been extended on a month-to-month
basis by the investor and is classified as current portion of notes payable.

     Regarding the loan from one of the financial institutions, during the
quarter ended December 31, 2001, the Company made principal payments of $831,500
which was less than the required $1,000,000 principal reduction but was
otherwise in compliance with the modified loan agreement. The Company and the
financial institution are negotiating modified repayment terms

                                       24

<PAGE>

which are expected to be finalized by March 10, 2002 and, therefore, the
financial institution does not consider the Company to be in default of the
modified loan agreement through March 10, 2002. The modified agreement is
expected to provide for the Company to make an immediate principal payment of
$1,300,000 on the effective date of the loan modification from funds obtained by
way of a private placement sale of Tice Common Shares to two directors of the
Company. Payment of the remaining principal balance will be achieved through the
sale of vehicles, including vehicles maintained in the rental and leasing fleet,
which will force the Company to close its rental operations by June 30, 2002. As
of December 31, 2001, the principal balance of the notes was $3,693,500.

     Notes payable to related parties were $126,339. Of this balance, $30,000 is
a note payable to a company owned by two directors of the Company and is due
March 31, 2002; $50,000 is a note payable to a related party individual that
matures quarterly but is expected to be renewed each quarter as it has been in
the past and is classified as short-term; and $46,339 is a note payable to a
financial institution for the benefit of two directors of the Company who are
obligors under a loan agreement for which the Company benefited from the loan
proceeds, and is classified as short term debt. On December 18, 2001, in a
private placement transaction, the Company converted $529,870 of notes payable
to William A. Tice (note payable to related party) to 1,125,000 Tice Common
Shares.

     Tice and the predecessor companies to LandOak and MidSouth have used the
proceeds of indebtedness to provide working capital for operations, for the
continuing development of the electronic gearing technology and related patents,
to finance vehicle purchases in the rental and leasing operations at LandOak and
to finance the purchase of property and equipment used in the operations,
primarily at MidSouth. In the past, borrowings have also been used to fund the
costs of license and royalty agreement negotiations and registration of
securities. Several of these notes have been extended to retain working capital.

     Obligations under capital leases were $147,570 as of December 31, 2001 of
which $74,824 is classified as current portion. The capital lease obligations
were incurred in the acquisition of office and manufacturing equipment at all
three subsidiaries and in the acquisition of manufacturing, transportation and
installation equipment at MidSouth. Tice and its subsidiaries also lease certain
real property, office, computer, manufacturing and transportation equipment
under various operating leases.

     Tice has incurred operating losses for fiscal years 2000 and 2001 and
through December 31, 2001 which has resulted in a significant use of working
capital. In addition, the acquisitions of LandOak and MidSouth have added
significant liabilities to the Company and, conversely, potential for additional
equity and debt financing.

     Management anticipates declining revenues for the Company during the fourth
quarter of fiscal year 2002 and for fiscal year 2003. For MidSouth, the seasonal
downturn and the weak economy are expected to continue to adversely affect
revenues of the sign fabrication and installation business. The slow economy has
also limited NSA's contract opportunities for major national image rebranding
programs. At LandOak, revenues will decline due to the closure of rental centers
and reduced sales efforts in the leasing division. TES will contribute no
revenues due to the termination of its operations in August 2001 except to the
extent of license or royalty fees it may receive.

                                       25

<PAGE>

     By reducing costs where possible, terminating the unprofitable TES
operations, identifying new opportunities for revenues and with efforts which
are currently in progress to locate new financing sources, management believes
there will be sufficient cash to meet the Company's working capital and capital
expenditure needs for fiscal year 2003. However, there is no assurance that the
Company will be able to meet its operating plans, achieve profitability, or
raise additional financing.

     Management believes that future revenues are dependent on several factors:

     Although the Company has discontinued sales, manufacturing, research and
development activities at TES, management believes that TES will continue to
earn royalties and possible additional licensing fees under its agreement with
the current licensee. However, royalties and additional licensing fees are
dependent on TES' licensee and its ability to generate sales of equipment
utilizing the electronic gearing technology.

     At MidSouth, revenues have declined due to the weak economy. However, if
the economy improves as expected, management anticipates increased revenues from
its sign fabrication, installation and service segments. Generally, MidSouth
will continue to focus on certain types of signage and industry groups and will
continue to focus on developing a reputation for quality products and customer
service. MidSouth is working to expand its service business which is less
sensitive to a fluctuating economy. Because of MidSouth's design and fabrication
capabilities, management is pursuing revenue opportunities outside of the sign
segment.

     At MidSouth's National Survey Associates (NSA) division, revenue is
generated through sign surveys, project management services, field services,
data management, recommendations and reporting. Presently, NSA depends on
several large customers for the majority of its revenues. Efforts are underway
to increase NSA's revenues by increasing the customer base and expanding the
scope of customer services to include broader field services, web-enabled data
management and project management outside of traditional signage surveys.

     With the decision to close LandOak's rental centers and to liquidate its
rental vehicle inventory by June 30, 2002, LandOak's revenue base will be
limited to income from existing long term leases and financing contracts.
Management has no plans to enter into new leases or financing contracts in the
future.

     Due to the closure of its TES subsidiary, operating losses at LandOak and
operating losses at MidSouth, management believed the Company needed to shift
its business strategy and seek new acquisitions capable of growth, generation of
cash flow and creation of shareholder value. In the opinion of management, such
a candidate exists in A3 Technologies, Inc. (formerly Glow Products Corporation)
and its relationship with Atmospheric Glow Technologies and the University of
Tennessee Research Center. A3 Technologies holds the sole commercialization and
market rights for the revolutionary new, patented technology, Atmospheric
Plasma. This technology was invented at the University of Tennessee in
Knoxville, Tennessee and privatized by the science and research firm,
Atmospheric Glow Technologies.

                                       26

<PAGE>

         This innovative atmospheric plasma technology has a number of different
market applications. A3 Technologies (working in conjunction with Atmospheric
Glow Technologies) is currently developing and commercializing products for
commercial and residential air filtration and purification, biological and
chemical decontamination, DNA extraction, and diesel emission reduction. There
are additional products that may be developed and commercialized by A3
Technologies including medical and food sterilization products. The patented
atmospheric plasma technology is revolutionary in its ability to generate
uniform glow discharge plasma with low energy requirements and at atmospheric
pressure using ambient air. This, compared to previous plasma technologies,
allows A3 Technologies to broaden the scope of applications which may be
economically developed for commercialization. Most of the research to date has
been developed in conjunction with the Department of Defense, the Environmental
Protection Agency, and the National Institutes of Health.

         On February 27, 2002, the Company entered into a letter of intent to
acquire the assets of A3 Technologies. If a final definitive agreement is
reached, the Company will acquire all the assets and contract rights of A3
Technologies, including the commercialization and market rights held by A3
Technologies to the patented Atmospheric Plasma technology developed at the
University of Tennessee Research Center and privatized by Atmospheric Glow
Technologies. As a condition to the acquisition, the Company must raise $6.5
million of new capital through a private placement. The Company also has to meet
several other conditions for the successful consummation of the transaction,
including, but not limited to, obtaining shareholder approval for the increase
in the number of authorized shares of the Company, a reverse stock split of the
holdings of existing shareholders, divestiture of current subsidiaries LandOak
Company, Inc. and MidSouth Sign Company, Inc., conversion of all existing Class
B Common Shares to Common Shares effecting a change in control of the Company,
and the issuance of 750,000 new Class B Common Shares to the principals of A3
Technologies.

         If successfully consummated, this major shift in business strategy by
the Company will also result in an anticipated change in the Company's name and
principle place of business. Closing for this transaction is anticipated by
April 30, 2002 but in no case later than June 30, 2002 without the consent of
both parties.

FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

         This section captioned "Factors Relating to Forward-Looking Statements"
and other parts of this Quarterly Report on Form 10-QSB include certain
forward-looking statements within the meaning of the federal securities laws.
Actual results and the occurrence or timing of certain events could differ
materially from those described in any of such forward-looking statements due to
a number of factors, including those set forth below and elsewhere in this Form
10-QSB.

         Acquisition. Tice plans to continue to diversify its business and to
         -----------
seek opportunities through acquisition. Management believes that acquisition
opportunities, with the right capital and management, can lead to creation of
long term value. There is no assurance that Tice will be able to identify
qualified prospects or to have or obtain sufficient capital to be successful in
these efforts.

         Diversification and Long-Term Growth. At MidSouth, management plans to
         ------------------------------------
expand NSA's project management segment and to expand into other geographic
areas of the Southeast

                                       27

<PAGE>

and other manufacturing segments for the sign fabrication, installation and
service business. There is no assurance that we will be successful in these
efforts.

         Statements contained in this Form 10-QSB that are not historical facts
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. In addition, words such as
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements or events, or timing of events, to
differ materially from any future results, performance or achievements or
events, or timing of events, expressed or implied by such forward-looking
statements. We cannot assure that we will be able to anticipate or respond
timely to the changes that could adversely affect our operating results in one
or more fiscal quarters. Results of operations in any past period should not be
considered indicative of results to be expected in future periods. Fluctuations
in operating results may result in fluctuations in the price of our securities.

         In the event Tice needs additional financing, there can be no assurance
that any such financing will be available on acceptable terms. If such financing
is not available on satisfactory terms, we may be unable to expand our business
or develop new customers as desired and our operating results may be adversely
affected. Debt financing will increase expenses and must be repaid regardless of
operating results. Equity financing could result in dilution to existing
stockholders.

         Some of the more prominent known risks and uncertainties of Tice's
business are set forth below. However, this section does not discuss all
possible risks and uncertainties to which Tice and its businesses are subject,
nor can it be assumed that there are not other risks and uncertainties which may
be more significant.

         Such other factors include, among others, those described in the
"Business" section and elsewhere in "Management's Discussion and Analysis" and
those factors listed below. Some of those factors will change with the sale of
the TES assets and operations described elsewhere herein.

         .    the inability to obtain favorable continuous vehicle financing for
              the rental and leasing operations or to obtain funding sources for
              the brokered leasing business;

         .    continued dependence on a small number of significant customers at
              each of the operations for substantially all of Tice's revenue and
              the potential loss of one or more major customers;

         .    the dependence on patents and the ability to protect proprietary
              products, the potential that existing patents will not be
              enforceable, the risk that our products will infringe on patents
              held by others or the risk that competitors will develop similar
              or functionally similar products; and

         .    the potential adverse effect of competition, the potential failure
              to provide competitive timely designs of cost-effective solutions,
              products or services and the potential adverse effect of
              technological change with which we are unable to keep pace.

                                       28

<PAGE>

                           PART II - OTHER INFORMATION

Item 2.   Changes in Securities

         On December 18, 2001, the Company issued 1,125,000 Common Shares to
William A. Tice in satisfaction of $529,870 of notes payable held by Mr. Tice.
Mr. Tice is a former officer and director of TTI and TES and now holds
approximately 27% of the issued and outstanding Common Shares. There was no
underwriter involved in the sale. The securities were offered and sold to one
person in connection with the satisfaction of outstanding debt of the Company.
The Company relied on Section 4(2) of the Securities Act of 1933 to exempt the
transaction from registration.

Item 5.   Other Information

         On February 27, 2002, the Company entered into a letter of intent to
acquire the assets of A3 Technologies. If a final definitive agreement is
reached, the Company will acquire all the assets and contract rights of A3
Technologies, including the commercialization and market rights held by A3
Technologies to the patented Atmospheric Plasma technology developed at the
University of Tennessee Research Center and privatized by Atmospheric Glow
Technologies. As a condition to the acquisition, the Company must raise $6.5
million of new capital through a private placement. The Company also has to meet
several other conditions for the successful consummation of the transaction,
including, but not limited to, obtaining shareholder approval for the increase
in the number of authorized shares of the Company, a reverse stock split of the
holdings of existing shareholders, divestiture of current subsidiaries LandOak
Company, Inc. and MidSouth Sign Company, Inc., conversion of all existing Class
B Common Shares to Common Shares effecting a change in control of the Company,
and the issuance of 750,000 new Class B Common Shares to the principals of A3
Technologies.

Item 6.   Exhibits and Reports on Form 8-K.

(a)   Exhibits Index

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------
                                                                                 Exhibit          Page
                                                                               Table Number      Number
                                                                               ------------      ------
         ------------------------------------------------------------------------------------------------
         <S>                                                                   <C>               <C>
         II.   Articles of Incorporation and Bylaws                                  3
         ------------------------------------------------------------------------------------------------
         (i)  Certificate of Incorporation of Tice Technology, Inc.                                +/-
         ------------------------------------------------------------------------------------------------
         (ii)  Bylaws of Tice Technology, Inc.                                                     +/-
         ------------------------------------------------------------------------------------------------
         III.  Instruments Defining Rights of Security Holders                       4
         ------------------------------------------------------------------------------------------------
         (i)   Form of Promissory Note Issued in Connection with                                   #
         Private Placement Closed on June 25, 1999
         ------------------------------------------------------------------------------------------------
         (iii) Warrant Agreement relating to Rights to Purchase up to                              #
         100,000 Common Shares of Tice Technology, Inc. Received by Holders of
         the Promissory Notes
         ------------------------------------------------------------------------------------------------
         (iv)  (iv) Security Agreement Pledging Patents as Security for                            #
         Promissory Notes
         ------------------------------------------------------------------------------------------------
</TABLE>

                                       29

<PAGE>

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------
                                                               Exhibit        Page
                                                             Table Number    Number
                                                             ------------    ------
     --------------------------------------------------------------------------------
     <S>                                                     <C>             <C>
      (v)   Registration Rights Agreement Giving Purchasers                    #
      under the Private Placement Closed on June 25, 1999
      Certain Demand and Piggyback Registration Rights
     --------------------------------------------------------------------------------
      (vi)  Option Agreement Relating to Option to Purchase                    #
      Up to 50,000 Common Shares of Tice Technology, Inc.
      Granted to Finder
     --------------------------------------------------------------------------------
      (vii) Incentive Stock Option Plan and Agreement                          #
      Between Charles R. West and Tice Technology, Inc.
     --------------------------------------------------------------------------------
</TABLE>

+/-  Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the
     Registration Statement on Form S-1 of Tice Technology, Inc. which became
     effective August 1, 1997.

#    Previously filed as an exhibit to Form 10-K for the year ended March 31,
     2000.

(b)  The Company did not file any reports on Form 8-K during the third quarter
     of fiscal year 2002.

                                       30

<PAGE>

                                   SIGNATURES
                                   ----------

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


                               Tice Technology, Inc.



                               By:   /s/ Charles R. West
                                     ----------------------------------------
                                     Charles R. West, President and
                                     Chief Executive Officer

                                     Date:  March 6, 2002


                               By:   /s/ David G. Camp
                                     ----------------------------------------
                                     David G. Camp, Chief Financial Officer

                                     Date:  March 6, 2002

                                       31