<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 September 30, 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 December 1, 2001 was 21,648,329 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 25.



<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements.
<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----


<S>                                                                                          <C>
Condensed Consolidated Balance Sheets -- As of September 30, 2001                             2
         and March 31, 2001

Condensed Consolidated Statements of Operations -- For the Three Months
         and the Six Months Ended September 30, 2001 and 2000                                 4

Condensed Consolidated Statements of Cash Flows -- For the Three Months
         and the Six Months Ended September 30, 2001 and 2000                                 5

Notes to Condensed Consolidated Financial Statements                                          6
</TABLE>

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                  September 30,                       March 31,
                                                                                      2001                            2001 (1)
                                                                              ----------------------              ------------------
                                                                                                      (unaudited)
<S>                                                                                       <C>                               <C>
Assets

Cash and cash equivalents                                                        $           79,753                $        173,205
Accounts receivable, net                                                                  1,315,666                       1,581,038
Current portion of financing notes receivable, net                                          202,493                          64,534
Employee advances receivable                                                                 38,000                          36,650
Prepaid expenses and other current assets                                                   218,527                          50,623
Costs and estimated earnings in excess of billings
     on uncompleted contracts                                                                    --                         233,355
Vehicles held for sale, net                                                                 253,768                         224,792
Inventory, net                                                                              314,352                         735,276
                                                                                 ------------------                ----------------

         Total current assets                                                             2,422,559                       3,099,473

Property and equipment:
     Leasehold improvements                                                                  73,524                          79,267
     Furniture, fixtures and equipment                                                      663,850                       1,181,290
     Rental and lease vehicles                                                            4,231,744                       5,065,126
     Building and improvements                                                              550,000                         550,000
     Land                                                                                   200,000                         200,000
     Vehicles                                                                               175,726                         186,323
                                                                                 ------------------                ----------------

         Total property and equipment                                                     5,894,844                       7,262,006

         Less accumulated depreciation                                                    (783,981)                       (887,280)
                                                                                 ------------------                ----------------

         Property and equipment, net                                                      5,110,863                       6,374,726

Financing notes receivable, net                                                             215,285                         379,261
Escrow account                                                                              431,481                         175,471
Patents, net                                                                                173,889                         204,617
Debt issuance costs, net                                                                     19,053                          24,497
Goodwill, net                                                                             1,467,988                       1,520,888
Other assets                                                                                 35,423                          19,398
                                                                                 ------------------                ----------------

         Total assets                                                            $        9,876,541                $     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.

                                       2

<PAGE>
<TABLE>
<CAPTION>

                                                                             September 30,               March 31,
                                                                                  2001                   2001 (1)
                                                                          ---------------------       ----------------
                                                                                             (unaudited)
<S>                                                                       <C>                       <C>

Liabilities and Stockholders' (Deficit) Equity

Current portion of notes payable                                          $          6,193,275      $       3,111,490
Current portion of notes payable to related parties                                     96,179                104,707
Accounts payable                                                                     1,289,042              1,340,252
Accrued liabilities                                                                    610,433                651,311
Current portion of capital lease obligations                                            83,629                 72,529
Reserve for continuing expenses for discontinued operations                            175,000                     --
Other current liabilities                                                              221,952                255,226
                                                                          --------------------      -----------------

         Total current liabilities                                                   8,669,510              5,535,515

Notes payable, less current portion, net                                             1,340,122              4,612,341
Notes payable to related parties, less current portion                                 516,843                510,465
Capital lease obligations, less current portion                                         88,677                135,055
Other liabilities                                                                       60,618                 44,393
                                                                          --------------------      -----------------

         Total liabilities                                                          10,675,770             10,837,769

     Stockholders' (deficit) equity                                                  (799,229)                960,562
                                                                          --------------------      -----------------

     Total liabilities and stockholders' (deficit) equity                 $          9,876,541      $      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>

                      Tice Technology, Inc. & Subsidiaries

                 Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                    For the three months                          For the six months
                                                    ended September 30,                          ended September 30,
                                         ------------------------------------------      ------------------------------------
                                                 2001                   2000                  2001                 2000
                                         ---------------------     ----------------      ----------------    ----------------
                                                        (unaudited)                                   (unaudited)
                                                                     (restated)                                 (restated)

<S>                                       <C>                   <C>                    <C>                <C>
Operating revenues:

     Product sales and service              $     1,502,094      $            --        $   3,240,037       $           --
     Rental and lease income                        609,650                   --            1,280,506                   --
     Royalties                                       45,000               45,000               70,500              105,000
                                            ---------------      ---------------        -------------       ---------------

     Total operating revenues                     2,156,744               45,000            4,591,043              105,000

Operating expenses:
     Cost of product sales and service            1,315,556                   --            2,616,755                    --
     Cost of rental and lease revenues              608,360                   --            1,368,574                    --
     Selling, general and administrative            467,882              117,027              984,519               220,728
                                            ---------------      ---------------        -------------       ---------------

     Total operating expenses                     2,391,798              117,027            4,969,848               220,728
                                            ----------------     ---------------        -------------       ---------------

Operating loss                                     (235,054)             (72,027)            (378,805)            (115,728)
                                            ---------------      ---------------        -------------       --------------

Other income (expense):
     Interest expense                              (162,919)             (54,674)            (360,869)             (99,504)
     Other income (expense)                          12,833               (1,912)              47,337                   345
     Loss on sale of fixed assets                        --                   --                (179)                   --
     Loss from discontinued operations
       net of applicable income taxes
         Operating loss                            (144,216)            (256,767)            (381,813)            (530,929)
         Loss from disposal                        (678,411)                  --             (678,411)                   --
                                            ---------------      ---------------        -------------       ---------------

     Total other expense, net                     (972,713)             (313,353)          (1,373,935)            (630,088)
                                            ---------------      ----------------       --------------      ---------------

Loss before income taxes                         (1,207,767)            (385,380)          (1,752,740)            (745,816)
Provision for income taxes                            4,500                4,500                7,050                10,500
                                            ---------------      ---------------        --------------      ---------------

Net loss                                    $    (1,212,267)     $      (389,880)       $  (1,759,790)      $     (756,316)
                                             ===============      ==============        ==============      ===============

Loss per share (basic and diluted):

     Continuing operations                  $         (0.02)     $         (0.01)       $       (0.03)      $        (0.02)
     Discontinued operations                $         (0.04)     $         (0.03)       $       (0.05)      $        (0.06)
     Net loss per share                     $         (0.05)     $         (0.04)       $       (0.08)      $        (0.08)
                                            ================     ===============        ==============      ===============

</TABLE>

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements


                                        4

<PAGE>

                      Tice Technology, Inc. & Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                             For the six months ended
                                                                                                   September 30,

                                                                                          2001                       2000
                                                                                    ------------------         -----------------
                                                                                                    (unaudited)

<S>                                                                               <C>                      <C>

     Net cash flows from operating activities:

         Net loss                                                                  $      (1,759,790)        $        (756,316)
         Adjustments to reconcile net loss to net
           cash used by operating activities:
              Depreciation                                                                   756,500                     18,336
              Amortization                                                                    72,118                     18,224
              Increase in cash surrender value of life insurance                              (1,000)                   (3,460)
              Change in allowance for doubtful accounts                                      (19,435)                     6,000
              Change in inventory reserve                                                      8,000                     12,000
              Loss on sale of property and equipment                                             179                         --
              Loss from discontinued operations                                              678,411                         --
         Changes in operating assets and liabilities:

              Receivables                                                                    375,692                      (839)
              Prepaid expenses and other assets                                              (46,381)                     1,622
              Inventory                                                                      (97,803)                  (30,379)
              Accounts payable and accrued liabilities                                       (52,127)                   209,814
              Other liabilities                                                               32,950                         --
                                                                                   -----------------         ------------------

         Net cash used by operating activities                                               (52,686)                 (524,998)


     Cash flows from investing activities:

         Purchases of property and equipment                                              (1,518,931)                     (463)
         Proceeds from disposal of property and equipment                                  1,965,352                         --
         Payments received on financing notes receivable                                      63,058
         Additions to patents                                                                 (4,212)                   (2,398)
         Additions to other assets                                                           (47,007)                  (20,383)
                                                                                   ------------------        ------------------

         Net cash provided (used) by investing activities                                    458,260                   (23,244)

     Cash flows from financing activities:

         Proceeds from notes payable to related parties                                            --                    50,000
         Proceeds from notes payable and long-term debt                                    1,287,946                    267,063
         Proceeds from life insurance loan                                                    20,376                         --
         Principal payments on notes payable to related parties                              (27,122)                        --
         Principal payments on notes payable and long-term debt                           (1,488,936)                   (6,662)
         Principal payments on capital lease obligations                                     (35,279)                        --
         Net proceeds from issuance of stock and stock warrants                                    --                    25,000
         Net change in escrow account                                                       (256,011)                        --
                                                                                   ------------------        ------------------

         Net cash (used) provided by financing activities                                   (499,026)                   335,401
                                                                                   ------------------        ------------------

         Net decrease in cash and cash equivalents                                           (93,452)                 (212,841)

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

     Cash and cash equivalents, end of period                                      $           79,753        $            5,987
                                                                                   ==================        ==================
</TABLE>


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements


                                       5

<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 six months ended September 30, 2001 and the
         results of operations for the three month and six month periods ended
         September 30, 2001 include the balance sheets, cash flows and the
         results of operations of TES, MidSouth and LandOak for the same
         periods. The condensed consolidated balance sheet and the cash flows as
         of and for the six months ended September 30, 2000 and the results of
         operations for the three month and six month periods ended September
         30, 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
         generally accepted accounting principles 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 six months ended
         September 30, 2001 and 2000 and the results of its


                                       6

<PAGE>

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

1.       Condensed Consolidated Financial Statements, continued:


         operations for the three month and six month periods ended September
         30, 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 six month periods
         ended September 30, 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:
<TABLE>
<CAPTION>

                                                                September 30,           March 31,
                                                                    2001                   2001
                                                            ------------------      ----------------
<S>                                                       <C>                      <C>
                  Raw materials                             $          52,985       $        272,885
                  Work in process                                     178,885                242,173
                  Finished goods                                       82,482                335,218
                                                            -----------------       ----------------
                                                                      314,352                850,276
                  Reserve for obsolescence                                 --              (115,000)
                                                            -----------------       ----------------
                  Inventory, net                            $         314,352       $        735,276
                                                            =================       ================
</TABLE>

         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:



                                       7

<PAGE>
                      Tice Technology, Inc. & Subsidiaries

        Notes to Condensed Consolidated Financial Statements (Continued)

                                   (unaudited)

4.       Loss per share, continued:

<TABLE>
<CAPTION>



                                                    Three Months Ended                         Six Months Ended
                                                       September 30                              September 30
                                           -------------------------------------      -----------------------------------
                                                  2001                2000                 2001                2000
<S>                                       <C>                  <C>                 <C>                 <C>
                                           -------------------    --------------      ---------------     ---------------
         Loss:
         Basic and diluted:
           Continuing operations           $        (389,640)   $      (133,113)    $      (699,566)    $      (225,387)
           Discontinued operations         $        (822,627)   $      (256,767)    $    (1,060,224)    $      (530,929)
           Net loss                        $      (1,212,267)   $      (389,880)    $    (1,759,790)    $      (756,316)

         Shares:
         Basic and diluted:
           Weighted average common
             shares outstanding                    22,398,329          9,269,603          22,398,329           9,266,128

</TABLE>


5.       Effect of New Accounting Pronouncements

         In June 2001, the FASB issued SFAS No. 142, Goodwill and Other
         Intangible Assets, which becomes effective for the Company in fiscal
         year 2003. This statement supersedes APB Opinion No. 17 and addresses
         how intangible assets that are acquired individually or with a group of
         other assets should be accounted for upon their acquisition. The
         statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the financial statements. Management is currently evaluating the impact
         of adopting this standard.

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% (8% as of September 30,
         2001). The financing agreement expires in August 2004 and is personally
         guaranteed by two directors of the Company. The principal balance as of
         September 30, 2001 was $1,089,616.

         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. Because the Company does
         not have enough vehicles to sell in order to meet the entire principal
         repayment required through the end of this fiscal year, the Company is
         in negotiations with the lender to restructure the repayment terms of
         the two notes based on the expected cash flow of the Company.


                                       8

<PAGE>

                      Tice Technology, Inc. & Subsidiaries

        Notes to Condensed Consolidated Financial Statements, Continued
                                  (unaudited)


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 two segments for the
         six months ended September 30, 2001. No information is provided for the
         same period of the prior year since the acquisition of the MidSouth and
         LandOak businesses occurred effective January 1, 2001.
<TABLE>
<CAPTION>
<S>                                                <C>            <C>           <C>         <C>          <C>

         Six Months Ended                           Discontinued      TTI/
         September 30, 2001                          Operations        TES       MidSouth      LandOak      Total
           (Amounts in thousands)
         Revenues from external customers                  --        $   71      $ 3,240     $  1,280     $  4,591
         Revenues from discontinued operations       $      74          --            --           --           74
         Intersegment revenues                             --           --       $     6     $     10     $     16
         Income (loss) before income taxes           $  (1,060)      $ (239)     $    49     $   (503)    $ (1,753)
         Segment assets                              $     106       $  233      $ 2,932     $  6,606     $  9,877
</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


                                       9

<PAGE>

                      Tice Technology, Inc. & Subsidiaries

        Notes to Condensed Consolidated Financial Statements, Continued
                                  (unaudited)

9.       Discontinued Operations and Subsequent Events, continued:

         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                   Six Months Ended
                                                       September 30,                       September 30,
                                                   2001          2000                 2001              2000
                                               ------------  ------------         ------------      -----------
<S>                                             <C>           <C>                  <C>            <C>

         Product sales and service               $    16,530   $   137,356          $    74,223     $    248,011

</TABLE>

         In October 2001, the Company sold certain of its office equipment to a
         company that assumed the related capitalized lease obligations. The
         Company also transferred other office equipment and the related
         capitalized lease obligations to MidSouth. The remaining office
         equipment and a small portion of inventory were sold for approximately
         $80,000 at public auction during October.

         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.


10.      Continuing Operations

          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. Because the Company does
          not have enough vehicles to sell in order to meet the entire principal
          repayment required through the end of this fiscal year, the Company is
          in negotiations with the lender to restructure the repayment terms of
          the two notes based on the expected cash flow of the Company.

          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 restore profitable operations and maintain
          adequate financing until cash flow from operations is sufficient. A
          substantial portion of the Company's losses were generated by TES, the
          segment of the consolidated entity which manufactured and sold
          equipment and services in the


                                       10

<PAGE>

10.      Continuing Operations, continued:


          industrial sewing machine market. TES terminated operations in August
          2001. Management anticipates an increase in revenues and cash flows
          from operations in fiscal year 2002 from LandOak and MidSouth which,
          with the termination of the TES operations and the efforts which are
          underway to locate new financing sources, should be sufficient to meet
          anticipated cash needs for working capital and capital expenditures
          for the next year such that the Company will be able to continue as a
          going concern. However, there is no assurance that the Company will be
          able to meet its operating plans, achieve profitability or raise
          additional financing.

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.

         A brief description of each of the subsidiaries follows:

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

                                       11

<PAGE>

("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.

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


                                       12

<PAGE>

commercial clients.  LandOak is expanding its leasing business to include
equipment-leasing brokering.

         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 incurs substantial debt to finance its rental fleet. LandOak
acquires 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. This gives LandOak predictability in its cost
structure and resale values. 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. Currently, LandOak does not engage 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. A
slowdown in the economy would adversely affect 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.

         LandOak is exploring several growth opportunities. One involves
operating agreements with retail automotive service providers such as automotive
repair centers, body shops and tire centers whereby they would rent cars
provided by LandOak. This would provide additional rental centers with a minimum
of investment and operating costs.

         LandOak has a variety of vehicles including sub-compacts, light trucks,
vans and sport utility vehicles for a total of 180 vehicles in its rental fleet.
The age of its current fleet ranges from new to four years in age. The company
prefers used, low-mileage vehicles and is replacing many of the vehicles to
better meet customer demand. In addition, LandOak has approximately 120 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.

                                       13

<PAGE>

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.
Management expects that, in the future, royalties will be a smaller portion of
total revenues for the Company due to the acquisitions described in more detail
elsewhere herein.

         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 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


                                       14

<PAGE>

taxes.  Because the Company will continue to earn royalties, royalty income is
reflected as operating revenue.

         At the Company's MidSouth subsidiary, there is one customer that
accounted for 22% and one customer that accounted for 10% of the Company's total
operating revenues during the six months ended September 30, 2001. There were no
customers at LandOak that represent greater than 10% of the Company's total
revenues. Domestic sales accounted for 100% of sales during the three months and
six months ended September 30, 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 six months
                                                       ended September 30,                   ended September 30,
                                                     2001               2000               2001               2000
                                                ---------------     --------------     -------------      -------------
                                                                     (restated)                          (restated)
<S>                                                   <C>               <C>                <C>               <C>
Operating revenues:
     Product sales and service                           69.6%                 --             70.6%                 --
     Rental and lease income                             28.3%                 --             27.9%                 --
     Royalties                                            2.1%             100.0%              1.5%             100.0%
                                                --------------    ---------------   ---------------     --------------

     Total operating revenues                           100.0%             100.0%            100.0%             100.0%

Operating expenses:
     Costs of product sales and service                  61.0%                 --             57.0%                 --
     Cost of rental and lease revenues                   28.2%                 --             29.8%                 --
     Selling, general and administrative                 21.7%             260.1%             21.4%             210.2%
                                                --------------    ---------------   ---------------     --------------

     Total operating expenses                           110.9%             260.1%            108.2%             210.2%

Operating loss                                         (10.9%)           (160.1%)            (8.2%)           (110.2%)

Other income (expense):
     Interest expense                                   (7.6%)           (121.5%)            (7.8%)            (94.8%)
     Other income (expense)                               0.6%             (4.2%)              1.0%               0.3%
     Loss on sale of fixed assets                           --                 --                --                 --
     Loss from discontinued operations                 (38.1%)           (570.6%)           (23.1%)           (505.6%)
                                                --------------    ---------------   ---------------     --------------

     Total other expense, net                          (45.1%)           (696.3%)           (29.9%)           (600.1%)
                                                --------------    ---------------   ---------------     --------------

Loss before incomes taxes                              (56.0%)           (856.4%)           (38.1%)           (710.3%)
Provision for income taxes                                0.2%              10.0%              0.2%              10.0%
                                                --------------    ---------------   ---------------     --------------

Net loss                                               (56.2%)           (866.4%)          (38.3%)             (720.3%)
                                                ==============    ===============   ===============     ==============

</TABLE>




                                       15

<PAGE>

Three Months Ended September 30, 2001 and September 30, 2000
------------------------------------------------------------

         The results of operations and cash flows for the three months ended
September 30, 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 which is classified
as operating revenue. The results of operations and cash flows for the three
months ended September 30, 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 which is classified
as operating revenue.

         Total Operating Revenues. Total operating revenues for the three months
         ------------------------
ended September 30, 2001 increased to $2,156,744 from $45,000 in the same period
of the previous fiscal year. Operating revenues were comprised of $1,502,094
from MidSouth operations and $609,650 from LandOak operations. Operating
revenues from continuing operations at TES remained constant at $45,000 during
the three months ended September 30, 2001 compared to the same period of the
previous fiscal year.

         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 cyclical 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 increased 16% for the three months
ended September 30, 2001 as compared to the previous fiscal quarter.
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. Revenues of NSA decreased 42% during
the three months ended September 30, 2001 as compared to the previous fiscal
quarter primarily reflecting the completion of a large service project during
the previous fiscal quarter. Revenues at LandOak, which are seasonal in nature,
decreased 9% in the three months ended September 30, 2001 compared to the
previous fiscal quarter. Daily and monthly rental revenues, driven by the peak
summer months of rental demand, increased 19% during the three months ended
September 30, 2001, but longer-term lease revenue decreased 47% due to the
conclusion of a large contract lease agreement. This agreement is expected to
resume during the Company's third quarter of the current fiscal year.

         Cost of Product Sales and Service. Cost of product sales and service
         ---------------------------------
(relating to the MidSouth subsidiary) increased by 1% for the three months ended
September 30, 2001 to $1,315,566 from $1,301,199 during the previous fiscal
quarter. This increase is the result of increased sign, installation and service
revenues during the three months ended September 30, 2001 from the previous
fiscal quarter, offset by lower costs at NSA due to reduced revenues during the
same period.

         Cost of Rental and Lease Revenues. Cost of rental and lease revenues at
         ---------------------------------
LandOak for the three months ended September 30, 2001 decreased 20% to $608,360
from $760,214 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 is $315,937 of depreciation mainly attributable to
the Company's rental and lease vehicle fleets.


                                       16

<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 300% to $467,882 during the three months ended
September 30, 2001 from $117,027 during the same period of the previous fiscal
year. This increase is primarily the result of the inclusion of $284,156 of
expenses at MidSouth and $94,665 of expenses at LandOak during the three months
ended September 30, 2001 due to the acquisition of those businesses effective
January 1, 2001. Selling, general and administrative expenses at TTI decreased
24% to $89,060 during the three months ended September 30, 2001 from $117,027
during the same period of the previous fiscal year, primarily the result of
reduced expenses for salaries, stockholder relations, legal and accounting. 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 September 30, 2001, the
         --------------
Company's operating loss increased by 226% to $ 235,054 from an operating loss
of $72,027 for the same period of the previous fiscal year. The increased loss
is mainly attributable to the inclusion of LandOak's operating loss of $93,375
and MidSouth's operating loss of $97,618 due to the acquisition of those
businesses effective January 1, 2001. This was partially offset by TTI's reduced
selling, general and administrative expenses.

         Interest Expense. Interest expense increased by 198% to $162,919 during
         ----------------
the three months ended September 30, 2001 from $54,674 the same period the
previous fiscal year. This increase is primarily the result of the inclusion of
$95,707 of LandOak interest expense (primarily related to vehicle financing) and
$18,672 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 11% to $48,540 during the three months ended September 30, 2001
from $54,674 during the same period of the previous fiscal year, the result of
reduced indebtedness.

         Loss From Discontinued Operations. Loss from discontinued operations
         ---------------------------------
increased to $822,627 during the three months ended September 30, 2001 from
$256,767 during the same period of the previous fiscal year. Included in the
loss from discontinued operations for the three months ended September 30, 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 $144,216 to loss from
discontinued operations.

         Net Loss. The Company's net loss increased 211% to a net loss of
         --------
$1,212,267 during the three months ended September 30, 2001 from a net loss of
$389,880 during the same period of the previous year due to the inclusion of
operating losses and interest expense at LandOak and MidSouth due to the
acquisition of those businesses effective January 1, 2001 and the increased loss
from discontinued operations at TES.

Six Months Ended September 30, 2001 and September 30, 2000
----------------------------------------------------------


                                       17

<PAGE>

         The results of operations and cash flows for the six months ended
  September 30, 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 which is
  classified as operating revenue. The results of operations and cash flows for
  the six months ended September 30, 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
  which is classified as operating revenue.

         Operating Revenues. Operating revenues of the Company for the six
         ------------------
months ended September 30, 2001 increased to $4,591,043 from $105,000 in the
same period of the previous fiscal year. This increase is the result of the
inclusion of $3,240,037 of revenue from MidSouth and $1,280,506 of revenue from
LandOak for the six months ended September 30, 2001. Royalty revenue from TES
decreased to $70,500 during the six months ended September 30, 2001 from
$105,000 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. TES' product sales and service
revenues have been reclassified to loss from discontinued operations for the six
months ended September 30, 2001 and 2000.

         Cost of Product Sales and Service. Cost of product sales and service
         ---------------------------------
increased to $2,616,755 due to the inclusion of MidSouth's results of operations
for the six months ended September 30, 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
six months ended September 30, 2001 and 2000, respectively.

         Cost of Rental and Lease Revenues. Cost of rental and lease revenues
         ---------------------------------
increased to $1,368,574 due to the inclusion of LandOak's results of operations
for the six months ended September 30, 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 $687,174 of depreciation associated with the
Company's rental and lease vehicle fleet.

         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 346% to $984,519 during the six months ended
September 30, 2001 from $220,728 during the same period of the previous fiscal
year. This increase is primarily due to the inclusion of $549,463 of expenses at
MidSouth and $229,289 of expenses at LandOak during the six months ended
September 30, 2001 due to the acquisition of those businesses as of January 1,
2001. Selling, general and administrative expenses at TTI decreased 7% to
$205,767 during the six months ended September 30, 2001 from $220,728 during the
same period of the previous fiscal year, primarily the result of reduced
expenses for salaries and stockholder relations. For the six month periods ended
September 30, 2001 and 2000, respectively, selling, general and administrative
expenses related to TES have been reclassified to loss from discontinued
operations.

         Operating  Loss. For the six months ended  September 30, 2001, the
         ----------------
Company's  operating loss increased by 227% to $378,805 from $115,728 for the
same period of the previous fiscal



                                       18

<PAGE>

year. The increased loss is mainly attributable to reduced royalty income for
TES and the inclusion of the operating loss of LandOak of $317,357 and the
operating income of MidSouth of $73,819 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 six month periods ended
September 30, 2001 and 2000, respectively, TES' operating loss, except for
royalty income, has been reclassified to loss from discontinued operations.

         Interest Expense. Interest expense increased to $360,869 during the six
         ----------------
months ended September 30, 2001 from $99,504 during the same period of the
previous fiscal year. This increase is attributable to inclusion of $222,472 of
LandOak interest expense (primarily related to vehicle financing) and $40,477 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 $97,920 during the six months ended September 30, 2001
from $99,504 during the same period of the previous fiscal year.

         Loss from Discontinued Operations. Loss from discontinued operations
         ---------------------------------
increased to $1,060,224 during the six months ended September 30, 2001 from
$530,929 during the same period of the previous fiscal year. Included in the
loss from discontinued operations for the six months ended September 30, 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 133% to a net loss of
         ---------
$1,759,790 during the six months ended September 30, 2001 from a net loss of
$756,316 during the same period of the previous fiscal year due to the inclusion
of LandOak's operating loss (partially offset by MidSouth's operating profit)
and LandOak and MidSouth interest expense as a result of the acquisition of
those businesses effective January 1, 2001; the increased loss from discontinued
operations; and the reduced royalty income at TES.

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.

                                       19

<PAGE>

         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 is
reflected as operating revenue.

         Net cash used by operating activities was $52,686 during the six months
ended September 30, 2001 and $524,998 during the same period of the previous
fiscal year. The primary uses of cash by operating activities for the six months
ended September 30, 2001 were the net loss of $1,759,790, increased inventory of
$97,803, increased prepaid expenses and other assets of $46,381 and decreased
accounts payable and accrued liabilities of $52,127, offset somewhat by
decreased receivables of $375,692, depreciation of $756,500, amortization of
$72,118, non-cash write-offs and reserves related to the closure of operations
of TES of $678,411 as well as other increases and decreases of non-cash and
working capital items. The primary uses of cash from operating activities during
the six months ended September 30, 2000 were the net loss of $756,316 and
increased inventory of $30,379 partially offset by increased accounts payable
and accrued liabilities of $209,814 as well as other lesser increases and
decreases of non-cash and working capital items.

         Net cash provided by investing activities was $458,260 during the six
months ended September 30, 2001. Net cash used by investing activities was
$23,244 during the same period of the previous fiscal year. The primary source
of cash from investing activities during the six months ended September 30, 2001
were $1,965,352 of proceeds from disposal of property and equipment (primarily
from the sale of used vehicles at LandOak) and $63,058 of payments received on
financing notes receivable, partially offset by $1,518,931 of property and
equipment purchases (primarily for vehicles at LandOak) and $47,007 increase in
other assets. The primary use of cash by investing activities during the six
months ended September 30, 2000 was the increase of other assets of $20,383.

         Net cash used by financing activities was $499,026 during the six
months ended September 30, 2001. Net cash provided by financing activities was
$335,401 during the same period of the previous fiscal year. The primary uses of
cash during the six months ended September 30, 2001 were $1,488,936 of principal
payments on notes payable and long-term debt, mainly for vehicle financing at
LandOak, $27,122 of principal payments on notes payable to related parties,
$35,279 of principal payments on capital lease obligations and $256,011 increase
in the vehicle escrow account at LandOak, partially offset by $1,287,946 of
proceeds from notes payable and long-term debt for financing vehicle purchases
at LandOak and $20,376 of proceeds from a life insurance loan. The primary
sources of cash provided by financing activities for the six months ended
September 30, 2000 were $267,063 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.

         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

                                       20

<PAGE>

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 September 30, 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 $7,533,397. Of the notes payable balance,
$5,614,616 is comprised of notes payable to financial institutions, is related
to the financing of LandOak's rental and lease vehicles and is classified as
current portion of notes payable; $500,242 is term debt primarily from financial
institutions and related to the purchase of equipment and financing working
capital needs, of which $264,401 is classified as current portion of notes
payable; $165,410 is indebtedness to a company and is related to the purchase of
the land and building at MidSouth, of which $14,256 is classified as current
portion of notes payable; $194,470 is indebtedness under a working capital line
of credit with a financial institution, all of which is classified as current
portion of notes payable; $958,659 is related to notes payable to investors, is
due June 2003 and is classified as long term debt; $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.

         Notes payable to related parties, including both short-term and
long-term portions, were $613,022. Of the notes payable to related parties
balance, $516,843 is payable to William A. Tice, former Chairman and former
member of the Company's Board of Directors, is classified as long term debt, is
subordinated to other notes payable and cannot be repaid until such other notes
payable have been paid in full; $50,000 is a note payable to another related
party 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 $46,179 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.

         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, 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 $172,306 as of September 30, 2001
of which $83,629 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 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 September 30, 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.

                                       21

<PAGE>

         Management anticipates an increase in revenues and cash flows from
operations in fiscal year 2002 as a result of the acquisition of LandOak and
MidSouth and the termination of the TES operations which, with efforts which are
underway to locate new financing sources, should be sufficient to meet
anticipated cash needs for working capital and capital expenditures for the next
year. The Company is currently in discussions with a financial institution and
two of the Company's directors relative to the approximately $4 million in notes
payable owed to a financial institution by the Company. The Company is seeking a
longer-term principal reduction plan that would allow it greater flexibility to
operate its LandOak business while continuing to reduce the principal amount
outstanding. 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:

         Tice's management believed that Tice could no longer sustain the
operating losses generated by TES until significant revenues could be generated,
if at all. Because of this, Tice entered into a letter of intent to sell certain
assets and most of the operations of TES to William A. Tice who, at the time,
was Chairman of the Board. On August 13, 2001, the Company announced that Mr.
Tice had withdrawn from the transaction. 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, equipment and other assets were written down to estimated disposal
value, the building housing the TES/TTI offices and facilities was vacated and
the lease was terminated. Management believes that current royalties earned
under existing licenses will continue and probably increase. However, future
royalties are dependent on TES' licensee and its ability to generate sales of
equipment utilizing the electronic gearing technology.

         At MidSouth, management anticipates increased revenues from its growing
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. As fabrication and installation revenues are dependent on market
conditions, they would be expected to decline given a downturn in the general
economy. MidSouth is working to expand its service business which is less
sensitive to a fluctuating economy.

         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 its customer base and to expand the scope of customer services to
include broader field services, web-enabled data management and project
management outside of traditional signage surveys.

         At LandOak, revenues are expected to continue to be generated through
the vehicle rental centers. LandOak plans to develop strategic relationships
with automobile and travel industry partners to expand its geographic coverage
while minimizing the fixed costs of maintaining vehicle rental centers.
Additionally, management is working to develop strategic partnerships to assist
in vehicle acquisition, disposition and maintenance. While the rental business
is

                                       22

<PAGE>

susceptible to economic conditions, LandOak targets customers such as
insurance replacement and commercial fleet accounts to minimize the effects of
economic downturns. LandOak is very dependent on its ability to secure long-term
financing sources to provide an adequate fleet of rental vehicles. Such
financing, while currently in place, is not assured for the long term. The
inability to secure such financing would have a negative impact on future
LandOak revenues.

         Management believes that Tice's future results of operations will be
influenced by a number of factors including general economic conditions,
dependence on key customers and market acceptance of new technology. Because of
these factors, as well as other factors, historical results should not be relied
on as an indicator of future performance.

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 the project management segment and to expand into other geographic areas
of the Southeast for the sign fabrication, installation and service segments. At
LandOak, efforts are underway to expand the number and geographic coverage of
retail outlets. 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

                                       23

<PAGE>

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.

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

         o        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;

         o        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

         o        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.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk.

         Not applicable.

                           PART II - OTHER INFORMATION

Item 5.           Other Information

         On October 15, 2001, William A. Tice, Chairman and Director of the
Company and Director of its subsidiary, TES, tendered his resignation from
positions with both entities. At a scheduled Board of Directors meeting on
October 16, 2001, the Board of Directors of both Tice and TES accepted the
resignation. In addition, at the same meeting, the Board of Directors elected
Thomas W. Reddoch as a replacement for Mr. Tice to serve until the next election
of the Board of Directors at the next annual meeting.

                                       24

<PAGE>

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

(a)      Exhibits Index
<TABLE>
<CAPTION>
<S>                                                                               <C>                <C>
         --------------------------------------------------------------------- ------------------- ----------------
                                                                                     Exhibit             Page
                                                                                   Table Number         Number
         --------------------------------------------------------------------- ------------------- ----------------
         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) Security Agreement Pledging Patents as Security for Promissory                              #
         Notes
         --------------------------------------------------------------------- ------------------- ----------------
         (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 second quarter
       of fiscal year 2002.



                                       25

<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: December 21, 2001

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

                                      Date: December 21, 2001






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