<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 June 30, 2001

                       Commission File Number 333-11591


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

<TABLE>
<S>                                                                 <C>
       Delaware                                                           62-1647888
(State of incorporation)                                                (IRS Employer
                                                                    Identification Number)
</TABLE>

                      ___________________________________

                          1808-B North Cherry Street
                         Knoxville, Tennessee   37917
                   (Address of principal executive offices)

                                (865) 524-1070
                          (Issuer's telephone number)

                     ____________________________________

     The number of shares outstanding of each of the registrant's classes of
common stock on August 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 21.
<PAGE>

                        PART 1 - FINANCIAL INFORMATION


Item 1.    Financial Statements.

                                                                           Page
                                                                           ----

Condensed Consolidated Balance Sheets -- As of June 30, 2001                 2
     and March 31, 2001

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

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

Notes to Condensed Consolidated Financial Statements                         6
<PAGE>

                     Tice Technology, Inc. & Subsidiaries
                     Condensed Consolidated Balance Sheets
                     -------------------------------------
<TABLE>
<CAPTION>
                                                        June 30,           March 31,
                                                          2001             2001 (1)
                                                      -----------        -----------
                                                            (unaudited)
Assets
<S>                                                   <C>                <C>
Cash and cash equivalents                             $   178,650        $   173,205
Accounts receivable, net                                1,369,917          1,581,038
Current portion of financing notes receivable, net        163,651             64,534
Employee advances receivable                               36,500             36,650
Prepaid expenses and other current assets                  50,126             50,623
Costs and estimated earnings in excess of billings
  on uncompleted contracts                                 71,000            233,355
Vehicles held for sale, net                               353,587            224,792
Inventory, net                                            837,786            735,276
                                                      -----------        -----------

     Total current assets                               3,061,217          3,099,473
Property and equipment:
  Leasehold improvements                                   79,267             79,267
  Furniture, fixtures and equipment                     1,193,879          1,181,290
  Rental and lease vehicles                             5,344,289          5,065,126
  Building and improvements                               550,000            550,000
  Land                                                    200,000            200,000
  Vehicles                                                185,718            186,323
                                                      -----------        -----------
     Total property and equipment                       7,553,153          7,262,006

     Less accumulated depreciation                     (1,183,699)          (887,280)
                                                      -----------        -----------

     Property and equipment, net                        6,369,454          6,374,726

Financing notes receivable, net                           257,208            379,261
Escrow account                                            100,561            175,471
Patents, net                                              203,723            204,617
Debt issuance costs, net                                   21,775             24,497
Goodwill, net                                           1,494,438          1,520,888
Other assets                                                   --             19,398
                                                      -----------        -----------

     Total assets                                     $11,508,376        $11,798,331
                                                      ===========        ===========
</TABLE>



          See accompanying Notes to Unaudited Condensed Consolidated
                             Financial Statements

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

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                June 30,          March 31,
                                                                  2001            2001 (1)
                                                              ----------        -----------
                                                                      (unaudited)
Liabilities and Stockholders' Equity
<S>                                                           <C>               <C>
Current portion of notes payable                              $ 6,746,529       $ 3,111,490
Current portion of notes payable to related parties               110,010           104,707
Accounts payable                                                1,117,513         1,340,252
Accrued liabilities                                               665,534           651,311
Current portion of capital lease obligations                       72,232            72,529
Other current liabilities                                         213,120           255,226
                                                              -----------       -----------

     Total current liabilities                                  8,924,938         5,535,515

Notes payable, less current portion, net                        1,454,901         4,612,341
Notes payable to related parties, less current portion            504,136           510,465
Capital lease obligations, less current portion                   117,822           135,055
Other liabilities                                                  93,541            44,393
                                                              -----------       -----------

     Total liabilities                                         11,095,338        10,837,769

  Stockholders' equity                                            413,038           960,562
                                                              -----------       -----------

  Total liabilities and stockholders' equity                  $11,508,376       $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
                -----------------------------------------------



                                                 For the three months
                                                   ended June 30,
                                               2001              2000
                                            ---------         ----------
                                                     (unaudited)
Operating revenues:
  Product sales and service                  $ 1,795,636      $   110,655
  Rental and lease income                        670,856               --
  Royalties                                       25,500           60,000
                                             -----------      -----------

  Total operating revenues                     2,491,992          170,655

Operating expenses:
  Cost of product sales and service            1,437,810          152,268
  Cost of rental and lease revenues              760,214               --
  Research and development                       116,990          117,189
  Selling, general and administrative            558,326          219,061
                                             -----------      -----------

  Total operating expenses                     2,873,340          488,518

Operating loss                                  (381,348)        (317,863)

Other income (expense):
  Interest expense                              (197,950)         (44,830)
  Loss on sale of fixed assets                      (179)              --
  Other income                                    34,504            2,257
                                             -----------      -----------

  Total other expense, net                      (163,625)         (42,573)
                                             -----------      -----------

Loss before income taxes                        (544,973)        (360,436)
Provision for income taxes                         2,550            6,000
                                             -----------      -----------

Net loss                                     $  (547,523)     $  (366,436)
                                             ===========      ===========

Loss per share:
  Basic and diluted                          $     (0.02)     $     (0.04)
                                             ===========      ===========


     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 three months
                                                                         ended June 30,
                                                                     2001              2000
                                                                  ---------         ----------
                                                                           (unaudited)
<S>                                                               <C>              <C>
Net cash flows from operating activities:
  Net loss                                                        $  (547,523)      $   (366,436)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
     Depreciation                                                     408,581              9,168
     Amortization                                                      35,994              9,053
     Increase in cash surrender value of life insurance                  (750)            (1,730)
     Change in allowance for doubtful accounts                        (13,023)             3,000
     Change in inventory reserve                                        6,000              6,000
     Loss on sale of property and equipment                               179
  Changes in operating assets and liabilities:
     Receivables                                                      365,468            (86,454)
     Prepaid expenses and other assets                                 23,182             (4,156)
     Inventory                                                       (108,510)           (41,111)
     Accounts payable and accrued liabilities                        (196,250)            96,870
     Other liabilities                                                  7,040                 --
                                                                  -----------       ------------

  Net cash used by operating activities                               (19,612)          (375,796)

Cash flows from investing activities:
  Purchases of property and equipment                              (1,454,945)              (463)
  Proceeds from disposal of property and equipment                    922,661                 --
  Payments received on financing notes receivable                      32,809                 --
  Additions to patents                                                   (714)            (2,076)
  Additions to other assets                                           (11,605)            (6,050)
                                                                  -----------       ------------

   Net cash used by investing activities                             (511,794)            (8,589)

 Cash flows from financing activities:
  Proceeds from notes payable to related parties                           --             50,000
  Proceeds from notes payable and long-term debt                    1,223,301            200,000
  Proceeds from life insurance loan                                    20,376                 --
  Principal payments on notes payable to related parties              (13,290)                --
  Principal payments on notes payable and long-term debt             (750,914)                --
  Principal payments on capital lease obligations                     (17,532)            (3,951)
  Net change in escrow account                                         74,910                 --
                                                                  -----------       ------------

  Net cash provided by financing activities                           536,851            246,049
                                                                  -----------       ------------

  Net increase (decrease) in cash and cash equivalents                  5,445           (138,336)

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

Cash and cash equivalents, end of period                          $   178,650       $     80,492
                                                                  ===========       ============
</TABLE>

                                       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") is a
     diversified business with three operating subsidiaries: Tice Engineering
     and Sales, Inc. provides engineering and technical solutions, generally
     through the development or enhancement of equipment for the apparel
     industry;  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.

     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 results of
     operations and cash flows as of and for the three months ended June 30,
     2001 include the balance sheets and the results of operations and cash
     flows of MidSouth and LandOak for the same period.  The condensed
     consolidated balance sheet and the results of operations and cash flows as
     of and for the three months ended June 30, 2000 exclude the balance sheets
     and the results of operations and cash flows 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.

     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 as of June 30, 2001 and the results of its operations for the
     three month periods ended June 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.

                                       6
<PAGE>

2.   Results of Operations

     The results of operations for the three months ended June 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>
                                       June 30,    March 31,
                                         2001         2001
                                      ---------  ----------
<S>                                   <C>         <C>
          Raw materials               $ 263,940   $ 272,885
          Work in process               274,127     242,173
          Finished goods                420,719     335,218
                                      ---------   ---------
                                        958,786     850,276
          Reserve for obsolescence     (121,000)   (115,000)
                                      ---------   ---------
          Inventory, net              $ 837,786   $ 735,276
                                      =========   =========
</TABLE>

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 of which none
     were available for distribution under the terms of the Certificate of
     Incorporation.

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

<TABLE>
<CAPTION>
                                             Three months
                                            Ending June 30
                                         2001           2000
                                      -------------------------
<S>                                  <C>           <C>
Loss:
Basic and diluted:

          Loss available to
           common stockholders       $  (547,523)  $   (366,436)

       Shares:
         Basic and diluted:
          Weighted average common
           shares outstanding         22,398,329      9,262,615
</TABLE>

                                       7
<PAGE>

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 supercedes 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 financing
     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% (9% as of June 30, 2001).  The financing agreement
     expires in August 2004 and is personally guaranteed by two directors of the
     Company.  In May 2001, the lender authorized a temporary over-advance on
     the loan.  The principal balance as of June 30, 2001 was $1,223,301 and as
     of July 31, 2001 was $1,010,000.

7.   Income Taxes

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

8.   Segment Information

     The Company has three operating segments:  TES which manufacturers and
     sells equipment and services in the industrial sewing machines market;
     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.  The
     following is a summary of certain financial information relating to the
     three segments for the three months ended June 30, 2001.  No information is
     provided for the same period of the prior year since the acquisition of
     MidSouth and LandOak occurred on January 1, 2001.

<TABLE>
<CAPTION>
Three Months Ended June 30, 2001          TTI/TES   MidSouth  LandOak    Total
<S>                                       <C>       <C>       <C>       <C>
  (Amounts in thousands)
     Revenues from external customers      $   83     $1,738   $  671   $ 2,492
     Intersegment revenues                     --         --        5         5
     Income (loss) before income taxes       (270)       111     (386)     (545)
     Segment assets                         1,037      2,870    7,601    11,508
</TABLE>

                                       8
<PAGE>

9.   Subsequent Events

     On June 29, 2001, Tice entered into a letter of intent with the Chairman of
     the Board of Directors, William A. Tice ("Buyer"), 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 Tice and TES.
     On August 13, 2001, as announced by the Company, Mr. Tice withdrew from the
     letter of intent.  As a result, the Company has suspended sales,
     manufacturing, research and development activities at TES.

     Management has reduced headcount and overhead costs related to the TES
     operation and has begun the process of locating alternative buyers for the
     business and/or assets.  In addition, efforts have commenced to eliminate,
     reduce or defer TES's obligations under long-term leases and other
     financing agreements until an orderly sale of assets can occur.  Management
     believes the opportunity exists to generate proceeds from the sale of
     assets and technology sufficient to satisfy all short and long term
     liabilities of the Company.  However, there is no assurance of achieving
     this goal which is totally dependent on locating the right buyer and
     negotiating favorable arrangements.

10.  Continuing Operations

     As shown on the accompanying financial statements, the Company has had
     recurring losses from operations and resulting cash flow problems.  The
     ability of the Company to continue as a going concern is dependent on
     management's ability to restore profitable operations and maintain adequate
     financing until cash flow from operations is sufficient.  A substantial
     portion of the Company's losses have been generated by TES, the segment of
     the consolidated entity which manufactures and sells equipment and services
     in the industrial sewing machine market.  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, will 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.

                                       9
<PAGE>

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

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

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

     Tice Technology, Inc. ("TTI") is a holding company that was formed in 1996
by Tice Engineering and Sales, Inc. ("TES") to acquire and hold the issued and
outstanding stock of TES.  Effective January 1, 2001, Tice purchased
substantially all of the assets of MidSouth Sign Company, LLC in exchange for
5,000,000 of its Common Shares and the assumption of certain liabilities.  Also
effective on 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:

Tice Engineering and Sales, Inc.("TES")
---------------------------------------

     On June 29, 2001, Tice entered into a letter of intent with the Chairman of
the Board of Directors, William A. Tice ("Buyer"), 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 Tice and TES.  On August 13,
2001, as announced by the Company, Mr. Tice withdrew from the letter of intent.
As a result, the Company has suspended sales, manufacturing, research and
development activities at TES.

     Management has reduced headcount and overhead costs related to the TES
operation and has begun the process of locating alternative buyers for the
business and/or assets.  In addition, efforts have commenced to eliminate,
reduce or defer TES's obligations under long-term leases and other financing
agreements until an orderly sale of assets can occur.  Management believes the
opportunity exists to generate proceeds from the sale of assets and technology
sufficient to satisfy all short and long term liabilities of the Company.
However, there is no assurance of

                                       10
<PAGE>

achieving this goal which is totally dependent on locating the right buyer and
negotiating favorable arrangements

     TES was incorporated in 1973 and is an engineering firm that provides
engineering and technical solutions for the apparel industry by developing new
equipment and enhancing customers' existing equipment. Tice researches, designs,
develops, tests, manufactures and markets specialized high technology, garment
production line stitching machines and related equipment to meet the customer's
special production line application requirements. Accordingly, most of TES
products have been made-to-order pursuant to customer specifications. TES
generally retains the rights to the design of all products it develops and
obtains patents on many of its products. These patents provide protection for
seventeen to twenty years. TES licenses some of its patented technology to other
manufacturers.

     In addition to marketing the conventional product line, TES has spent
considerable time developing new technology and has obtained six patents. The
focus of the research efforts since 1993 has been centered on the electronic
gearing technology. This technology was initially developed for the double
needle belt loop machine and, by using a computer and servo motors, eliminates
approximately 90% of the mechanical parts as well as certain other technical
problems associated with machines using traditional technology.

MidSouth Sign Company, Inc. ("MidSouth")
----------------------------------------

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

     MidSouth's sign operations are centered in a 30,000 square foot design and
manufacturing facility located in Knoxville, TN. With state-of-the-art spray
booths and overhead monorail load systems, MidSouth produces the full range of
signs including the largest 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 depends on 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 has 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

                                       11
<PAGE>

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. ("LandOak")
---------------------------------

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

                                       12
<PAGE>

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 potential for a slowdown in the economy also exists in 2001-2002,
possibly reducing rental rates and the demand for rental cars, which 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. Additionally, LandOak is exploring additional
locations and new geographical markets that represent new customer opportunities
in the East Tennessee area.

     LandOak has a variety of vehicles including sub-compacts, light trucks,
vans and sport utility vehicles for a total of 380 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 180 vehicles
on longer-term leases ranging from six months to five years. LandOak has three
full time employees and one part-time employee who market both internally
financed leases and brokered leases. Due to the capital constraints and limited
sources of new capital at LandOak, a focus has been placed on the brokered lease
business.

Results of Operations

     The Company's revenues historically have been generated primarily from the
sales of its products and services at 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, during the next two years, royalties, although expected
to increase, will be a smaller portion of total revenues for the Company due to
the acquisitions described in more detail elsewhere and to the proposed sale of
the assets of TES. On January 1, 2001, the Company acquired the assets and
operations of two additional businesses, MidSouth and LandOak. 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.

     Due to the acquisitions, TES's historical product sales and service were
not material to the results of operations during the quarter ended June 30,
2001. At the Company's MidSouth subsidiary, there is one customer that accounted
for 25% of the Company's total operating revenues during the three months ended
June 30, 2001. There were no customers at TES or

                                       13
<PAGE>

LandOak who represent greater than 10% of the Company's total revenues. Domestic
sales accounted for 100% of sales during the three months ended June 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.

                                                   Percentage of Total Revenues

                                                        For the Three Months
                                                           Ended June 30,
                                                         2001         2000
                                                        -----       ------
Operating revenues:
 Product sales and service                               72.1%        64.8%
                                                        -----       ------
 Rental and lease income                                 26.9%           -
 Royalties                                                1.0%        35.2%
                                                        -----       ------

  Total operating revenues                              100.0%       100.0%

Operating expenses:
 Cost of product sales and service                       57.7%        89.2%
 Cost of rental and lease revenues                       30.5%
 Research and development                                 4.7%        68.7%
 Selling, general and administrative                     22.4%       128.4%
                                                        -----       ------

  Total operating expenses                              115.3%       286.3%

Operating loss                                          (15.3%)     (186.3%)

Other income (expense):
 Interest income (expense)                               (8.0%)      (26.2%)
 Other income                                             1.4%         1.3%
                                                        -----       ------

  Net other expense                                      (6.6%)     (24.9%)
                                                        -----       ------

Loss before income taxes                                (21.9%)     (211.2%)
Provision for income taxes                                 .1%         3.5%
                                                        -----       ------

Net loss                                                (22.0%)     (214.7%)
                                                        =====       ======

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

     The results of operations and cash flows for the three months ended June
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. The results of operations and cash flows for the three months
ended June 30, 2000 do not include the results of operations and cash flows for
MidSouth and LandOak.

     Total Operating Revenues.  Total operating revenues for the three months
     ------------------------
ended June 30, 2001 increased by 1360% to $2,491,992 from $170,655 in the same
period of the previous fiscal

                                       14
<PAGE>

year. Operating revenues for the three months ended June 30, 2001 include
$1,737,943 from MidSouth operations and $670,856 from LandOak operations.
Operating revenues at TES decreased by 51% to $83,193 during the three months
ended June 30, 2001 from $170,655 in the same period of the previous fiscal
year. This decrease was the result of 48% decrease in product sales and service
revenue to $57,693 in the three months ended June 30, 2001 from $110,655 in the
same period of the previous fiscal year, a reflection of the continued decline
in sales of TES's traditional product line and the lack of sales in new products
utilizing the patented electronic gearing technology. In addition, royalty
income decreased 58% to $25,500 in the three months ended June 30, 2001 from
$60,000 in the same period of the previous fiscal year. This decrease is due to
decreased sales by TES's licensee of products using the patented electronic
gearing technology; a trend the Company believes may be reversed in future
reporting periods. However, the Company has suspended TES's operations and plans
to sell the TES assets.

     Revenues at MidSouth consist of product sales and services, and the
revenues at LandOak consist of rental and leasing income. In management's
opinion, MidSouth's revenues are indicative of its expected revenues for the
upcoming fiscal year. LandOak's revenue, however, is cyclical and is based on
seasonal factors, with revenues expected to increase during the summer months
and decrease during the fall and winter periods.

     Cost of Product Sales and Service.  Cost of product sales and service
     ---------------------------------
increased by 844% for the three months ended June 30, 2001 to $1,437,810 from
$152,268 during the same period of the previous fiscal year. This increase is
primarily the result of the inclusion of the cost of product sales and service
for MidSouth of $1,301,199 for the three months ended June 30, 2001. Cost of
product sales and service for TES decreased 10% to $136,611 in the three months
ended June 30, 2001 from $152,268 during the same period last year, primarily
due to lower material and labor costs as a result of decreased revenues.

     Cost of Rental and Lease Revenues.  Cost of rental and lease revenues at
     ---------------------------------
LandOak for the three months ended June 30, 2001 is $760,214, $361,822 of which
is vehicle depreciation for the rental and lease fleets.

     Research and Development.  Research and development costs decreased
     -------------------------
slightly to $116,990 during the three months ended June 30, 2001 from $117,189
during the same period of the previous fiscal year. This level of spending has
been the result of salaries and other costs associated with the Company's
efforts to complete development of the FS-2000 felling machine and a dual head
lockstitch sewing machine, products utilizing electronic gearing technology.
These costs will materially decrease as a result of reduced research and
development activities by TES resulting from management's decision to suspend
the operations of TES and the attempt to locate a buyer for the TES technologies
and products. Neither MidSouth nor LandOak had research and development expenses
during the three months ended June 30, 2001.

     Selling, General and Administrative.  Selling, general and administrative
     -----------------------------------
expenses increased 155% to $558,326 during the three months ended June 30,2001
from $219,061 during the same period of the previous fiscal year. This increase
is primarily the result of the inclusion of $265,307 of expenses at MidSouth and
$134,624 of expenses at LandOak during the three months ended June 30, 2001.
Selling, general and administrative expenses at TTI (excluding LandOak and
MidSouth results) and TES decreased 28% to $158,396 during the three months
ended June 30, 2001 from $219,061 during the same period of the previous fiscal
year, primarily

                                       15
<PAGE>

the result of reduced selling and stockholder relations expenses, and lower
payroll and benefit costs due to management's decision to reduce headcount in
the previous fiscal year.

     Operating Loss.  The Company's operating loss increased for the three
     ---------------
months ended June 30, 2001 by 20% to $ 381,348 from $317,863 from the same
period of the previous year. The increased loss is mainly attributable to the
operating loss at TES of $328,804 and the inclusion of the operating loss at
LandOak of $223,982, which losses were partially offset by the operating income
of MidSouth of $171,437. At TTI (excluding LandOak and MidSouth results) and
TES, the operating loss for the three months ended June 30, 2001 increased by 3%
to $328,804 from $317,863 in the same period of the previous fiscal year,
primarily the result of lower operating revenues offset somewhat by lower cost
of product sales and lower selling, general and administrative expenses.

     Interest Expense.  Interest expense, net of interest income, increased by
     -----------------
342% to $197,950 during the three months ended June 30, 2001 from $44,830 the
same period the previous fiscal year. This increase is primarily the result of
inclusion of $126,765 of interest expense of LandOak (primarily related to
vehicle financing) and $21,805 of interest expense of MidSouth (primarily the
result of notes payable issued for equipment purchases and for working capital
financing).  Interest expense of TTI (excluding LandOak and MidSouth results)
and TES increased by 10% to $49,381 during the three months ended June 30, 2001
from $44,830 during the same period of the previous fiscal year, the result of
increased borrowings for working capital.

     Net Loss. The Company's net loss increased to a net loss of $547,523 during
     ---------
the three months ended June 30, 2001 from a net loss of $366,436 during the same
period of the previous year due to the increased operating loss and increased
interest expense, offset somewhat by the inclusion of other income from LandOak
and MidSouth.

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 only since the fourth quarter of fiscal year 2001.

     Net cash used by operating activities was $19,612 during the three months
ended June 30, 2001 and $375,796 during the same period of the previous fiscal
year. The primary uses of cash from operating activities for the three months
ended June 30, 2001 were the net loss of $547,523,

                                       16
<PAGE>

increased inventory of $108,510 and decreased accounts payable and accrued
liabilities of $196,250, offset somewhat by depreciation of $408,581,
amortization of $35,994 and decreased receivables of $365,468 as well as other
increases and decreases of non-cash and working capital items. The primary uses
of cash from operating activities during the three months ended June 30, 2000
were the net loss of $366,436, increased receivables of $86,454 and increased
inventory of $41,111, offset somewhat by increased accounts payable and accrued
expenses of $96,870 as well as other increases and decreases of non-cash and
working capital items.

     Net cash used by investing activities was $511,794 during the three months
ended June 30, 2001 and $8,589 during the same period of the previous fiscal
year. The primary use of cash from investing activities during the three months
ended June 30, 2001 was for the purchases of property and equipment of
$1,454,945, primarily for vehicles at LandOak, offset by the proceeds from the
disposal of property and equipment of $922,661, primarily from the sale of used
vehicles at LandOak and payments received on financing notes at LandOak. The
primary uses of cash by investing activities during the three months ended June
30, 2000 was the addition of patent costs of $2,076 and the increase of other
assets of $6,050.

     Net cash provided by financing activities was $536,851 during the three
months ended June 30, 2001 and $246,049 during the same period of the previous
fiscal year. The primary sources of cash provided by financing activities for
the three months ended June 30, 2001 were proceeds from the issuance of notes
payable of $1,223,301, mainly for vehicle financing at LandOak, $74,910 increase
in the escrow account at LandOak and insurance loan proceeds of $20,376, offset
somewhat by the principal payments of $750,914 on notes payable and long-term
debt, mainly for vehicle financing at LandOak, and principal payments on notes
payable to related parties and capital lease obligations of $13,290 and $17,532,
respectively. The primary sources of cash provided by financing activities
during the three months ended June 30, 2000 were $200,000 of proceeds from the
issuance of notes payable and $50,000 of proceeds from the issuance of notes
payable to related parties.

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

     The Company's principal commitments at June 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 $8,201,430, net of $46,684 of debt discount. Of the
notes payable balance, $6,223,601 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; $547,849 is term debt
primarily from financial institutions and related to the purchase of equipment
and financing working capital needs, of which $201,097 is classified as current
portion of notes payable; $168,790 is indebtedness to a company and is related
to the purchase of the land and building at MidSouth, of which $13,957 is
classified as current portion of notes payable; $207,874 is indebtedness under
two working capital lines of

                                       17
<PAGE>

credit with financial institutions, all of which is classified as current
portion of notes payable; $953,316 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 $614,146. Of the notes payable to related parties balance,
$504,136 is payable to William A. Tice, Chairman of the 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 $60,010 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 these notes 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 $190,054 as of June 30, 2001 of which $72,232 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 equipment at MidSouth. Tice and its
subsidiaries also lease certain real property, office, computer, manufacturing
and transportation equipment under various operating leases.

     During the past two fiscal years, TES increased the number of employees,
office and manufacturing space and product development capabilities to prepare
for anticipated growth in its business. This growth has been slower to develop
than anticipated, due primarily to a longer development cycle for new products.
Accordingly, Tice incurred operating losses for fiscal years 2000 and 2001. In
addition, the acquisitions of LandOak and MidSouth have added significant
liabilities to the Company and, conversely, potential for significant
opportunities for additional equity and debt financing.

     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, will be sufficient to meet anticipated
cash needs for working capital and capital expenditures for the next year.
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 and are dependent on several
factors:

     Tice's management believes that Tice can no longer sustain the operating
losses generated by TES until significant revenues can be generated.  Because of
this, Tice entered into a letter of intent to sell certain assets and most of
the operations of TES to the Chairman of the Board of Directors of Tice, William
A. Tice.  On August 13, 2001, the Company announced that Mr. Tice had withdrawn
from the transaction.  Because of this, management immediately ceased

                                       18
<PAGE>

manufacturing and research and development activities and reduced headcount and
overhead at TES. Management will attempt to locate another buyer for the assets
or a partner for completion of development of the FS-2000. Management believes
there is considerable value in the electronic gearing technology patents and
licenses, and also in the rights to the FS-2000 felling machine. Additionally,
management believes that current royalties earned under existing licenses will
continue and probably increase. However, there is no assurance such a buyer or
partner can be located, and future royalties are dependent on TES's licensee and
its ability to generate sales of equipment utilizing the electronic gearing
technology.

     At MidSouth, management anticipates increased revenues from its growing
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 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 expand the number and geographic
coverage of its rental centers.  LandOak also seeks 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 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.

     Additionally at LandOak, management believes that vehicle and equipment
leasing will provide additional revenues in the future. Currently LandOak
maintains approximately 150 vehicles on long-term lease contracts.  LandOak
maintains a dedicated sales group to market brokered lease arrangements to
individual and commercial clients.

     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.

                                       19
<PAGE>

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-Q 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-Q.

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

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

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

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

                                       20
<PAGE>

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

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

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

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

      Not applicable.

                          PART II - OTHER INFORMATION

Item 5.   Other Information

      In connection with a financing transaction, the 750,000 Class B Common
Shares held by William A. Tice were transferred to Patrick Martin, currently a
director and shareholder of Tice. The Class B Common Shares elect 75% of the
board of directors of Tice. With this transfer, Mr. Martin becomes the
beneficial owner of 14,076,838 Common Shares of Tice (the 750,000 Class B Common
Shares can be converted to Common Shares at any time) which is 63% of the
outstanding Common Shares of Tice (assuming conversion of the Class B Common
Shares to Common Shares).

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

(a)   Exhibits Index


<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------------------------------
                                                                                        Exhibit               Page
                                                                                      Table Number           Number
                                                                                   -------------------  ----------------
       <S>                                                                         <C>                  <C>
      -------------------------------------------------------------------------------------------------------------------
      II.   Articles of Incorporation and Bylaws                                            3
      -------------------------------------------------------------------------------------------------------------------
      (i)   Certificate of Incorporation of Tice Technology, Inc.                                                #
      -------------------------------------------------------------------------------------------------------------------
      (ii)  Bylaws of Tice Technology, Inc.                                                                      #
      -------------------------------------------------------------------------------------------------------------------
      III.  Instruments Defining Rights of Security Holders                                 4
      -------------------------------------------------------------------------------------------------------------------
      (i)   Form of Promissory Note Issued in Connection with Private                                            #
      Placement Closed on June 25, 1999
      -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------------------------------
                                                                                        Exhibit               Page
                                                                                      Table Number           Number
                                                                                   -------------------  ----------------
       <S>                                                                         <C>                  <C>
      -------------------------------------------------------------------------------------------------------------------
      (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 filed one report on Form 8-K and one Form 8-K/A during the
    first quarter of fiscal year 2002. The Form 8-K was filed on April 6, 2001
    to report a change in the registrant's certifying accountants. the Form 8-
    K/A was filed on April 13, 2001 to include the financial statements of the
    two businesses acquired by Tice.


                                  SIGNATURES
                                  ----------

      In compliance 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:  August 21, 2001


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

                                    Date:  August 21, 2001

                                       22