<PAGE>


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

                                   FORM 10-QSB


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


                For the quarterly period ended December 31, 2002

                        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 January 15, 2003 was 22,773,329 Common Shares, 750,000 Class B
Common Shares and 0 Class D Common Shares.

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


                            Exhibit Index at page 23.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.    Financial Statements.

                                                                            Page
                                                                            ----

Condensed Consolidated Balance Sheets -- As of December 31, 2002             3
      and March 31, 2002

Condensed Consolidated Statements of Operations -- For the Three and Nine    5
      Months Ended December 31, 2002 and 2001

Condensed Consolidated Statements of Cash Flows -- For the Nine Months       6
      Ended December 31, 2002 and 2001

Notes to Unaudited Condensed Consolidated Financial Statements               7


<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                      Condensed Consolidated Balance Sheets
                      -------------------------------------
<TABLE>
<CAPTION>
                                                               December 31,      March 31,
                                                                   2002           2002 (1)
                                                               ------------     ----------
                                                               (unaudited)
<S>                                                            <C>              <C>
Assets

Cash and cash equivalents                                      $1,326,740       $  131,548
Accounts receivable, net                                          621,635          785,835
Current portion of financing notes receivable, net                163,514          218,738
Advances to Atmospheric Glow Technologies, LLC                  2,075,000               --
Employee advances receivable                                           --           53,485
Prepaid expenses and other current assets                          80,355           82,712
Costs and estimated earnings in excess of billings
   on uncompleted contracts                                            --           45,388
Vehicles held for sale, net                                       123,345        1,317,571
Note receivable - other                                           110,430               --
Inventory, net                                                    181,083          203,738
                                                               ----------       ----------
   Total current assets                                         4,682,102        2,839,015

Property and equipment:
   Leasehold improvements                                           5,157           26,794
   Furniture, fixtures and equipment                              299,892          515,753
   Rental and lease vehicles                                      655,598          818,984
   Building and improvements                                           --          344,188
   Land                                                                --          123,000
   Vehicles                                                        48,000          191,348
                                                               ----------       ----------
   Total property and equipment                                 1,008,647        2,020,067
   Less accumulated depreciation                                 (371,845)        (436,636)
                                                               ----------       ----------

           Property and equipment, net                            636,802        1,583,431

Financing notes receivable, less current portion, net              93,486          152,666
Patents, net                                                      157,300          160,822
Debt issuance costs, net                                            5,444           13,609
Other assets                                                       40,000               --
                                                               ----------       ----------

   Total assets                                                $5,615,134       $4,749,543
                                                               ==========       ==========
</TABLE>


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

(1)  The March 31, 2002 Condensed Consolidated Balance Sheet was derived from
     the audited balance sheet for the year then ended.

                                        3

<PAGE>

<TABLE>
<CAPTION>
                                                               December 31,      March 31,
                                                                   2002           2002 (1)
                                                               ------------     ----------
                                                               (unaudited)
<S>                                                            <C>              <C>
Liabilities and Stockholders' Deficit

Current portion of notes payable                               $ 6,051,906      $ 3,963,758
Current portion of notes payable to related parties              2,421,250          681,609
Accounts payable                                                   907,111        1,454,505
Accrued liabilities                                                469,893          778,594
Current portion of capital lease obligations                        24,851           54,474
Other current liabilities                                          181,867          222,470
                                                               -----------      -----------
       Total current liabilities                                10,056,878        7,155,410

Notes payable, less current portion, net                           639,563        1,313,676
Capital lease obligations, less current portion                     34,470           55,491
Other liabilities                                                       --           27,957
                                                               -----------      -----------
       Total liabilities                                        10,730,911        8,552,534

Stockholders' deficit                                           (5,115,777)      (3,802,991)
                                                               -----------      -----------

    Total liabilities and stockholders' deficit                $ 5,615,134      $ 4,749,543
                                                               ===========      ===========
</TABLE>


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

(1)  The March 31, 2002 Condensed Consolidated Balance Sheet was derived from
     the audited balance sheet for the year then ended.

                                        4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                    For the three months             For the nine months
                                                                     ended December 31,               ended December 31,
                                                                ----------------------------    -----------------------------
                                                                   2002              2001          2002              2001
                                                                                  (restated)                      (restated)
                                                                ---------         ----------    ----------        -----------
                                                                        (unaudited)                       (unaudited)
<S>                                                             <C>               <C>           <C>               <C>
Operating revenues:
  Royalties                                                     $  30,174         $ (15,335)    $    90,522       $    55,165
                                                                ---------         ---------     -----------       -----------

  Total operating revenues                                         30,174           (15,335)         90,522            55,165

Operating expenses:
  Selling, general and administrative                             186,031            80,923         562,495           286,690
                                                                ---------         ---------     -----------       -----------

  Total operating expenses                                        186,031            80,923         562,495           286,690
                                                                ---------         ---------     -----------       -----------

Operating loss                                                   (155,857)          (96,258)       (471,973)         (231,525)

Other expense:
  Interest expense                                               (110,698)          (47,229)       (242,577)         (145,149)
  Other expense                                                        --                --         (50,000)               --
                                                                ---------         ---------     -----------       -----------

  Net other expense                                              (110,698)          (47,229)       (292,577)         (145,149)
                                                                ---------         ---------     -----------       -----------

Loss from continuing operations
  before foreign taxes                                           (266,555)         (143,487)       (764,550)         (376,674)
Provision for foreign taxes                                         3,018            (1,533)          9,053             5,517
                                                                ---------         ---------     -----------       -----------

Loss from continuing operations                                  (269,573)         (141,954)       (773,603)         (382,191)

Discontinued operations net of applicable income tzxes:

  Loss from operations of discontinued
    subsidiaries                                                 (278,486)         (632,254)       (828,108)       (1,473,217)
  Gain (loss) from disposal of assets                                  --                --         288,925          (678,590)
                                                                ---------         ---------     -----------       -----------

Loss from discontinued operations                                (278,486)         (632,254)       (539,183)       (2,151,807)
                                                                ---------         ---------     -----------       -----------

Net loss                                                        $(548,059)        $(774,208)    $(1,312,786)      $(2,533,998)
                                                                =========         =========     ===========       ===========

Loss per share (basic and diluted):
  Continuing operations                                         $   (0.01)        $   (0.00)    $     (0.03)      $     (0.02)
                                                                =========         =========     ============      ===========
  Discontinued operations                                       $   (0.01)        $   (0.03)    $     (0.03)      $     (0.09)
                                                                =========         =========     ============      ===========
  Net loss per share                                            $   (0.02)        $   (0.03)    $     (0.06)      $     (0.11)
                                                                =========         =========     ============      ===========
</TABLE>


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                        5

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                 -----------------------------------------------
<TABLE>
<CAPTION>
                                                                                  For the nine months
                                                                                  ended December 31,
                                                                               2002                2001
                                                                           -----------        ------------
                                                                                     (unaudited)
<S>                                                                        <C>                 <C>
Net cash flows from operating activities:
   Net loss                                                                $(1,312,786)        $(2,533,998)
   Adjustments to reconcile net loss to net
     cash (used) provided by operating activities:
       Depreciation                                                            321,756           1,012,003
       Amortization                                                             28,929             108,155
       Increase in cash surrender value of life insurance                           --                (599)
       Change in allowance for doubtful accounts                                37,223              (7,742)
       Change in inventory reserve                                                  --               8,000
       Loss on sale of property and equipment                                    8,378                 179
       (Gain) loss on disposal of divisions                                   (297,303)            678,411
   Changes in operating assets and liabilities:
       Receivables                                                            (118,545)            615,102
       Prepaid expenses and other assets                                        84,942             (15,775)
       Inventory                                                                22,655              37,886
       Accounts payable and accrued liabilities                               (477,704)            166,623
       Other liabilities                                                       (68,560)            (16,128)
                                                                           ------------        -----------
   Net cash (used) provided by operating activities                         (1,771,015)             52,117

Cash flows from investing activities:
   Purchases of property and equipment                                         (24,639)         (1,500,817)
   Proceeds from disposal of property and equipment                          1,592,687           2,911,284
   Payments received on financing and other notes receivable                   143,474             104,235
   Advances to Atmospheric Glow Technologies, LLC                           (2,075,000)                 --
   Additions to other assets                                                   (40,000)            (66,219)
                                                                           ------------        -----------
   Net cash (used) provided by investing activities                           (403,478)          1,448,483

Cash flows from financing activities:
   Proceeds from notes payable and long-term debt                            3,215,715           1,287,946
   Proceeds from notes payable to related parties                            1,871,250              30,000
   Proceeds from life insurance loan                                                --              20,376
   Principal payments on notes payable to related parties                     (131,609)            (26,961)
   Principal payments on notes payable and long-term debt                   (1,540,921)         (2,976,152)
   Principal payments on capital lease obligations                             (44,750)            (60,015)
   Net change in escrow account                                                     --             118,803
                                                                           -----------         -----------
   Net cash provided (used) by financing activities                          3,369,685          (1,606,003)
                                                                           -----------         -----------
   Net increase (decrease) in cash and cash equivalents                      1,195,192            (105,403)
Cash and cash equivalents, beginning of period                                 131,548             173,205
                                                                           -----------         -----------
Cash and cash equivalents, end of period                                   $ 1,326,740         $    67,802
                                                                           ===========         ===========
</TABLE>

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                        6

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
         Notes to Unaudited Condensed Consolidated Financial Statements


1.   Condensed Consolidated Financial Statements

     The accompanying unaudited condensed consolidated financial statements of
     Tice Technology, Inc. & Subsidiaries ("Tice" or "the Company") 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"). These
     financial statements have been prepared in accordance with generally
     accepted accounting principles for interim financial information pursuant
     to the rules and regulations of the Securities and Exchange Commission.
     Accordingly, certain information and footnote disclosures normally included
     in complete financial statements prepared in accordance with generally
     accepted accounting principles have been omitted. In the opinion of
     management, all adjustments considered necessary for a fair presentation
     have been included. Operating results for the three- and nine-month periods
     ended December 31, 2002 are not necessarily indicative of the results that
     may be expected for the year ended March 31, 2003. The unaudited 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, 2002.

     During fiscal year 2002, the Company discontinued operations of its
     MidSouth and LandOak subsidiaries and began pursuing opportunities to sell
     these subsidiaries. The Company sold the installation division and the
     surveying division of MidSouth during July and August of 2002,
     respectively. In August of 2001, the Company discontinued the operations of
     TES. The results of operations for the three- and nine-months ended
     December, 2001 have been restated in the same format as the three- and
     nine-months ended December 31, 2002.

2.   Effect of New Accounting Pronouncements

     In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based
     Compensation--Transition and Disclosure to provide alternative methods for
     a voluntary change to the fair value based method of accounting for
     stock-based employee compensation. The Statement amends the disclosure
     requirements of SFAS 123 to require prominent disclosures in both annual
     and interim financial statements about the method of accounting for
     stock-based employee compensation and the effect of the method used on
     reported results. The Statement is effective for interim periods beginning
     after December 15, 2003. Management is presently assessing the impact on
     its financial position and results of operations.

3.   Disposal of Business Divisions

     On July 1, 2002 the Company sold the MidSouth installation division to a
     former MidSouth employee for a note receivable of $139,500 due in
     installments with full

                                        7

<PAGE>

Notes to Unaudited Condensed Consolidated Financial Statements, continued

3.   Disposal of Business Divisions, continued

     payment due within one year. The Company recognized a $10,257 gain on the
     sale of fixed assets with a net book value of $129,243. Additionally, the
     Company sold the MidSouth surveying division to Charles R. West, the
     Company's President and CEO, and an unrelated person on August 1, 2002 in a
     transaction wherein the purchaser assumed $662,285 in accounts payable,
     notes payable and accrued liabilities in exchange for $375,239 of accounts
     receivable, other assets and fixed assets. The Company recognized a
     $287,046 gain on this sale.

     During the second quarter of 2002, the Company disposed of substantially
     all of the assets of TES. The Company recognized a loss of $678,411 on the
     disposal of these assets and related expenses.

     Revenue and income (losses) from discontinued operations, including gain or
     loss from disposal of assets related to discontinued operations, net of
     applicable income taxes, are as follows:

<TABLE>
<CAPTION>
                                  Three Months Ended (amounts in thousands)
                    December 31, 2002                                   December 31, 2001
                    -----------------                                   -----------------
                 LandOak     MidSouth      Total          TES       LandOak   MidSouth     Total
                 -------     --------     ------        -------     -------   --------    -------
<S>              <C>         <C>          <C>           <C>         <C>       <C>         <C>
Revenue          $   60       $  576      $  636        $     0     $  448     $1,416     $ 1,864
Loss             $ (123)      $ (155)     $ (278)       $     0     $ (198)    $ (434)    $  (632)


                                  Nine Months Ended (amounts in thousands)
                         December 31, 2002                              December 31, 2001
                         -----------------                              -----------------
                 LandOak     MidSouth      Total          TES       LandOak   MidSouth     Total
                 -------     --------     ------        -------     -------   --------    -------
Revenue          $  371       $2,375      $2,746        $     0     $1,729     $4,656     $ 6,385
Loss             $ (346)      $ (193)     $ (539)       $(1,066)    $ (701)    $ (385)    $(2,152)

      Total assets and liabilities are as follows:

                         December 31, 2002                                 March 31, 2002
                         -----------------                                 --------------
                 LandOak     MidSouth      Total          TES       LandOak   MidSouth     Total
                 -------     --------     ------        -------     -------   --------    -------
Assets           $1,603       $1,060      $2,663        $    40     $2,534     $1,877     $ 4,451
Liabilities      $3,045       $1,323      $4,368        $   315     $4,207     $2,298     $ 6,820
</TABLE>


4.   Recognition of Losses on Receivables

     Accounts are reviewed at least quarterly. The allowance for bad debts on
     trade and notes receivable reflects management's best estimate of probable
     losses, including specific allowances for known troubled accounts. All
     accounts deemed to be uncollectible are written off to the allowance for
     losses.

                                        8

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

5.   Inventory

     Inventory consists of the following:

<TABLE>
<CAPTION>
                               December 31,       March 31,
                                   2002             2002
                               ------------       ---------
<S>                            <C>                <C>
           Raw materials       $     40,259       $  58,140
           Work in process           39,169          86,575
           Finished goods           101,655          59,023
                               ------------       ---------
                               $    181,083       $ 203,738
                               ============       =========
</TABLE>


6.   Loss per Share

     Basic and diluted loss per share was 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>
                                              For the three months            For the nine months
                                               ended December 31,              ended December 31,
                                             ------------------------     ---------------------------
                                                2002          2001            2002           2001
                                             -----------  -----------     ------------   ------------
<S>                                          <C>          <C>             <C>            <C>
           Loss:
           Basic and diluted:
              Loss available to
               common stockholders           $  (548,059) $  (774,208)    $ (1,312,786)  $ (2,533,998)

           Shares:
            Basic and diluted:
              Weighted average common
               shares outstanding             23,523,329   22,569,252       23,523,329     22,455,602
</TABLE>


7.   Notes Payable and Long-Term Debt

     Since March 31, 2002, the Company has issued $3,193,516 of 6%, 180 day
     notes payable to individuals to provide operational financing, funds for
     debt retirement, and to make advances to Atmospheric Glow Technologies, LLC
     as described in greater detail elsewhere herein. These notes, totaling
     $3,357,666 (including $26,250 to a related party),

                                       9

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

7.   Notes Payable and Long-Term Debt, continued

     are convertible into Common Shares of the Company at the option of the note
     holders based on a conversion price of $0.07 per share. The conversion is
     conditioned on Tice amending its Certificate of Incorporation to authorize
     additional shares. Additionally, the Company has issued $1,845,000 of 10%,
     180 day notes payable to a related party.

     Subsequent to December 31, 2002, the Company's LandOak subsidiary completed
     a modification to its loan agreement with a financial institution. The
     terms of this loan modification required LandOak to immediately pay
     $800,000 toward the principal balance of the loan, with required future
     payments of $100,000 by March 31, 2003 and an additional $400,000 by June
     30, 2003, and to continue to pay current interest on the outstanding
     balance of the loan. If all payments are made, two of the Company's
     directors and guarantors of the loan agree to replace an additional
     $400,000 of LandOak's indebtedness with personal loans, and the financial
     institution will forgive the remaining balance of the debt, expected to be
     approximately $600,000. LandOak made the required payment of $800,000 with
     proceeds of a convertible note payable to the two directors, convertible
     under the same terms as the notes payable described in the paragraph above.
     This note payable is classified as a current liability.

8.   Income Taxes

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

9.   Contingent Matters

     In July 2002, the Company entered into a term sheet to acquire the assets
     of Atmospheric Glow Technologies, LLC ("A-G Tech"), including the
     commercialization and market rights held by A-G Tech to the patented
     Atmospheric Plasma technology. The term sheet, the term of which was
     extended in January 2003, is non-binding except as to repayment, or
     conversion to equity, of funds advanced prior to closing and certain
     confidentiality and exclusivity provisions and is contingent on the
     execution of a definitive agreement. Under the term sheet, the Company is
     required to advance funds to A-G Tech to fund a stock redemption
     transaction and A-G Tech's continuing operations until the closing of the
     acquisition. Since March 31, 2002, the Company has advanced $2,075,000 to
     A-G Tech. Additionally, as required under the term sheet and to fund the
     ongoing expenses of TTI, TES, and A-G Tech, the Company raised $3.2 million
     in capital under a private placement memorandum. In so doing, the Company
     has issued promissory notes to investors. Such notes accrue interest at 6%;
     principal and interest are payable 180 days after the investment date; the
     notes are convertible, at the option of the holders, into Common Shares at
     a rate of $0.07 per share; and interest will not accrue if the notes are
     converted. The conversion is conditional upon Tice amending its Certificate
     of Incorporation to authorize additional shares. Additionally, the Company
     has guaranteed a note payable issued by A-G Tech in the amount of $225,000
     that allowed A-G Tech to purchase testing equipment. Repayment of this loan
     is, at the option of the

                                       10

<PAGE>

Notes to Unaudited Condensed Consolidated Financial Statements, continued

9.   Contingent Matters, continued

     holder of the note, convertible into Common Shares of the of the Company at
     a rate of $0.07 per share.

     In July 2002, the Company entered into an agreement to sell the stock of
     MidSouth to the same person who purchased the MidSouth installation
     business and related assets. The closing is conditioned upon the approval
     of the sale of MidSouth stock by the shareholders of the Company.

     In August 2002, the Company entered into a settlement and release agreement
     with A3 Technologies, Inc. (formerly Glow Products Corporation) ("A3") and
     A-G Tech. This agreement terminated the February 27, 2002 letter of intent
     whereby the Company agreed to acquire the assets of A3.

     The Company is currently negotiating the sale of the stock of LandOak to
     certain directors of the Company.

10.  Continuing Operations

     Under agreements by which it licenses patented technology to other
     manufacturers, TES expects to continue to earn royalties and possible
     additional licensing fees.

     As shown in the accompanying condensed consolidated financial statements,
     the Company's cash flow from operations is not sufficient to fund the
     Company's current business activities. Company losses have been funded
     through additional borrowings. The ability of the Company to continue as a
     going concern is dependent on management's ability to develop profitable
     operations by discontinuing or divesting unprofitable businesses and
     acquiring businesses that are or will become profitable while maintaining
     adequate financing until such time as cash flow from operations is
     sufficient. Management believes that available cash and additional debt
     will be sufficient to meet expected operating requirements, including
     disposition and acquisition activities, over the near term. LandOak is in
     the process of liquidating its rental vehicle inventory and satisfying the
     related indebtedness. The Company is in negotiations and expects to sell
     the stock of LandOak as a condition of its agreement to acquire A-G Tech.
     Additionally, the Company has entered into an agreement to sell the stock
     of MidSouth as a condition of its agreement to acquire A-G Tech. The
     Company has substantially reduced its operating costs commensurate with its
     cessation of these operations.

     The Company has entered into a term sheet to acquire A-G Tech, which
     management believes will provide the mechanism for the Company to secure
     future funding and to develop a profitable line of business. The Company is
     currently engaged in the process of raising new capital for the completion
     of the acquisition of A-G Tech, such funding to be completed in two phases.
     The first phase issuance of short-term convertible notes has provided
     short-term capital necessary to allow the Company to operate and meet its
     pre-closing obligations under the term sheet entered into with A-G Tech.
     The second phase is the issuance of the Company's Common Shares through a
     private placement which is expected to be completed no later than June 30,
     2003. Based on the successful results to date of the first phase of funding
     and its negotiations for the divestitures of both LandOak

                                       11

<PAGE>

Notes to Unaudited Condensed Consolidated Financial Statements, continued

10.  Continuing Operations, continued

     and MidSouth, management is optimistic that the Company will raise the
     necessary capital and meet the other necessary conditions to complete the
     acquisition of A-G Tech. Management believes that these actions will lead
     to future profitability and positive cash flow such that the Company will
     be able to continue as a going concern.

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

Results of Operations

     Royalty revenue on patents was $30,174 in the third quarter of 2003 up from
a negative $15,335 in the third quarter of 2002 (due to correcting an
over-accrual of royalty revenue from the second quarter of 2002). For the first
nine months of fiscal year 2003 royalty revenue increased $35,357 to $90,522
from $55,165 in the same period of fiscal year 2002. This increase was mainly
due to a reduction of previously recorded royalty revenue.

     Selling, general and administrative expenses, comprised primarily of
expenses of the holding company, increased in the three- and nine-month periods
ended December 31, 2002 by 130% and 96%, respectively. These increases reflect
increases in the holding company's management salaries and benefits, and legal
and accounting fees related to the Company's disposition and acquisition
activities.

     Interest expense for the three- and nine-month periods ended December 31,
2002 increased 134% and 67%, respectively, due to additional borrowing to
continue operations and position the Company for the purchase of the assets of
Atmospheric Glow Technologies, LLC ("A-G Tech").

     Other expenses of $50,000 during the nine-month period ended December
31, 2002 reflect the one-time write off of advances to Glow Products
Corporation, Inc. in settlement of the termination of a letter of intent and as
part of the Company's proposed acquisition of A-G Tech described in detail
elsewhere in this quarterly report.

     The loss from continuing operations increased by 90% to $269,573 in the
third quarter of fiscal year 2003 from $141,954 in the third quarter of fiscal
year 2002. For the first nine months of fiscal year 2003 the loss from
continuing operations increased 102% to $773,603 from $382,191 in the same
period of fiscal year 2002. This increase was primarily the result of increased
selling, general and administrative and interest expenses

     The loss from discontinued operations decreased $353,768 to $278,486 in the
third quarter of fiscal year 2003 from $632,254 in the third quarter of fiscal
year 2002. This decrease is mainly the result of dispositions and cost reduction
efforts begun in previous quarters. For the first nine months, the loss from
discontinued operations decreased $1,612,624 to $539,183 in fiscal year 2003
from $2,151,807 in fiscal year 2002. These changes are primarily due to a gain
on the disposition of assets of $288,925 in fiscal year 2003 compared to a loss
on the disposition of assets of $678,590 in fiscal year 2002 and cost reduction
efforts noted above.

                                       12

<PAGE>

Liquidity and Capital Resources

     Cash flows from operations are not sufficient to fund the Company's current
business activities. Cash used in operations was $1,771,015 for the nine-month
period ending December 31, 2002 as compared to $52,117 of cash provided by
operations in the comparable period for fiscal year 2002. This increase of cash
used in operations of $1,823,132 was funded through the issuance of additional
long-term debt. The Company expects that available cash and long-term debt will
be sufficient to meet its expected operating requirements, including disposition
and acquisition activities, over the near term.

     Cash used by investing activities was $403,478 for the nine-month period
ended December 31, 2002 as compared to cash provided by investing activities of
$1,448,483 in the comparable period of fiscal year 2002. The $1,851,961 decrease
was mainly due to $2,075,000 of advances to A-G Tech in the current period. The
Company will continue to divest itself of assets in its discontinued operations
and does expect to make additional advances to A-G Tech.

     Cash provided by financing activities was $3,369,685 for the nine-month
period ended December 31, 2002, as compared to cash used in financing activities
of $1,606,303 in the comparable period of fiscal year 2002. The $4,975,988
increase is primarily due to the $3,769,019 increase in proceeds provided from
notes payable and long-term debt during the current period over the same period
of fiscal year 2002 and less principal debt retirement in fiscal 2003. As more
fully discussed below, the Company expects to raise additional capital through
the issuance of common stock. These funds will be available for operations upon
successful consummation of the A-G Tech acquisition.

     The Company will continue to seek new licensees or possible purchasers of
the Electronic Gearing Technology owned by its subsidiary, TES. However, no
assurances can be made that a new licensee or possible purchasers can be
located. Also, there are no assurances that royalty income will continue to be
earned by the Company.

     Upon successful consummation of the A-G Tech acquisition, the Company will
devote all of its resources and attention to the final development and
commercialization of the A-G Tech technology. Under the term sheet entered into
on July 3, 2002, the term of which was extended to March 31, 2003 subject to
further extension, but no later than June 30, 2003, with A-G Tech (the "Term
Sheet"), Tice will name a new President and Chief Executive Officer, who is
expected to be Thomas W. Reddoch. Mr. Reddoch is currently a member of the
boards of directors of both Tice and A-G Tech. Mr. Reddoch's expertise in the
areas of technology and development are considered critical to the Company's
future success in the final development and the commercialization of the
atmospheric plasma technology and the various applications using the technology.
Mr. West, the current President and Chief Executive Officer of Tice, will become
the Chief Financial Officer of the Company and other key management members will
be recruited. Currently, A-G Tech has one product being marketed and four other
applications being developed and readied for commercialization. Several other
potential applications have been identified and it is expected that initial
research will be performed to determine marketability.

     To consummate the transaction with A-G Tech, Tice must raise a minimum of
$6,500,000 of capital, of which up to $1,000,000 may be the conversion of
existing Tice long-term notes. This new capital will be used for acquisition
costs, costs of the further development and

                                       13

<PAGE>

commercialization of the A-G Tech technology, retirement of existing Tice
indebtedness and general corporate working capital. It is expected that the
funding will be in two phases: (1) short term notes convertible into Tice Common
Shares and, once the initial threshold is met, (2) an equity investment in
exchange for Tice Common Shares. Management believes that this new capital can
be obtained, but it can provide no assurances that the minimum levels can be
met. In the event minimum levels are not met, funds advanced to A-G Tech prior
to closing will be due back to Tice or can be converted into a membership
interest in A-G Tech at Tice's discretion.

     Management believes that Tice's future results of operations will be
influenced by a number of factors including general economic conditions, the
ability of the company to secure necessary funding, dependence on new management
to successfully develop and market new technologies and, ultimately, the market
acceptance of the applications based on the A-G Tech technology. Because of
these factors as well as other factors, historical results should not be relied
on as an indicator of future performance.

Contingent Matters

Proposed Divestitures and Acquisition

     As mentioned above, Tice has entered into the Term Sheet with A-G Tech
evidencing Tice's intent to acquire substantially all of the assets and assume
certain liabilities of A-G Tech in exchange for cash and Tice Common Shares. In
conjunction with its acquisition of A-G Tech, Tice plans to liquidate the
majority of LandOak assets and sell some of the assets of MidSouth prior to
selling the stock of the two subsidiaries. However, Tice plans to retain its
subsidiary TES which ceased business in August 2001, but which holds certain
patents including the patent on the Electronic Gearing Technology (implemented
in products for the sewing industry) and a licensing agreement under which it
receives royalties and may receive license fees. Pursuant to the Term Sheet,
Tice will change its management and name. The Term Sheet is nonbinding (except
as to certain provisions such as the return of advances made by Tice to A-G
Tech, confidentiality and exclusive dealing) and the proposed acquisition is
contingent on several conditions, including, but not limited to, approval by the
shareholders of Tice of the sale or liquidation of the existing Tice
subsidiaries (other than TES) and the increase in the number of authorized
shares. The acquisition is also contingent on the completion of a private
placement. A description of the proposed divestitures and acquisition follows.

Divestiture of Subsidiaries

     As part of the proposed transaction with A-G Tech, Tice plans to sell the
stock of LandOak to two related parties, Pat Martin and Mike Atkins, who are
directors and shareholders of Tice in return for the buyers' assumption of the
LandOak liabilities which are expected to be approximately $2,500,000 at the
time of the sale. The buyers are expected to continue to liquidate the business.

     As part of the proposed transaction with A-G Tech, Tice has agreed to
divest itself of MidSouth. During the second quarter of fiscal year 2003, the
Company sold its installation business and certain related assets to a former
MidSouth employee for $139,500 payable monthly through June 1, 2003. The asset
purchase agreement included a supply agreement whereby MidSouth granted the
purchaser the exclusive right to supply installation services for

                                       14

<PAGE>

twelve months. The purchaser also agreed not to compete with MidSouth for
business in certain areas or hire MidSouth's employees that are not listed in
the agreement as available to purchaser.

     National Services Associates, Inc., a Tennessee corporation owned by the
current President of Tice, Charles West, and an unrelated person, purchased the
surveying division of MidSouth ("NSA") and the related assets effective August
1, 2002. The consideration was forgiveness of approximately $278,000 owed by
MidSouth to the purchasers and the purchaser's assumption of the liabilities
related to the NSA division of $663,644. Pat Martin, a director of Tice,
negotiated the transaction on behalf of Tice as it involved a purchase by the
existing President of Tice. MidSouth agreed not to compete with the purchaser in
the area of national signage surveys and not to solicit customers listed in the
agreement for twenty-four months following the closing. In consideration of the
agreement, the purchaser agreed to pay MidSouth a fee of 5% of receipts from the
customers listed on the exhibit. MidSouth also agreed not to offer employment to
NSA employees for twelve months.

     With respect to the remaining MidSouth business (design, fabrication and
service), the employee who purchased the installation business and related
assets in July 2002 has agreed to acquire the stock of MidSouth and assumes
liabilities of MidSouth expected to be approximately $865,000, provided that
Tice pays $443,633 that it owes to MidSouth prior to the closing with A-G Tech
and provided that Tice advances $250,000 of working capital to MidSouth. Payment
of these amounts will satisfy amounts owed by Tice, TES and LandOak to MidSouth
and the excess of such payments to MidSouth will be a loan from Tice to MidSouth
which will be secured by MidSouth's assets. The loan is expected to be $250,000
and will bear interest at 6%. As of December 31, 2002, Tice had advanced
MidSouth $250,000 as part of this agreement, but had not retired the debt.
Repayments by MidSouth to Tice will be made over two years based on five year
amortization with all remaining principal and interest due at the end of
twenty-four months. Tice will be prohibited from competing with MidSouth or
hiring any MidSouth employees for five years from the date of closing. Tice has
the option for $1 for ten years to acquire up to 10% of the outstanding stock of
MidSouth. MidSouth must notify Tice at least thirty days in advance of any sale
of the stock or substantially all assets of MidSouth.

     As this sale (and the sale of the stock of LandOak) is a sale of
substantially all assets of Tice, Tice's shareholders must approve the sale. A
meeting is tentatively set for March 2003 and a proxy is being prepared.
Shareholders holding in excess of 51% of the issued and outstanding Common
Shares of Tice have agreed to vote their shares in favor of the sale.

Proposed Acquisition

     As discussed previously, Tice and A-G Tech have evidenced their interest to
effect Tice's acquisition of A-G Tech by way of the Term Sheet. The Term Sheet
is not binding on the parties except with respect to certain confidentiality and
exclusivity provisions and the return or conversion to equity of certain funds
advanced or to be advanced by Tice prior to the completion of the acquisition.
Under the Term Sheet, Tice has advanced A-G Tech $1,525,000 to fund a stock
redemption agreement and has agreed to advance A-G Tech $50,000 each 30 days
between the date of the Term Sheet and the closing of the acquisition (with
$$2,075,000 having been advanced through December 31, 2002 and an additional
$225,000 having been advanced to A-G Tech by a third party with ultimate
repayment of such advance expected to be made by an issuance of Tice Common
Shares), and will issue 87,456,629 Tice Common Shares and 500,000 Tice Class B
Common Shares to A-G Tech. The shares would be nontransferable (except in the

                                       15

<PAGE>

case of dissolution of A-G Tech when they could be transferred to A-G Tech's
owners) for twelve months. A-G Tech, as well as two of Tice's current directors
(Mike Atkins and Pat Martin), will receive piggyback registration rights for
twelve months beginning after the end of the twelve-month restriction on sale.
Tice must amend its Certificate of Incorporation to authorize additional shares
and to change its name. Tice's shareholders must approve the amendment to the
Certificate of Incorporation.

     Tice also agrees in the Term Sheet to increase the number of its Board of
Directors to nine. Six directors will be elected by holders of Class B Common
Shares and three directors will be elected by holders of Common Shares. In
connection with the acquisition, Pat Martin, the current holder of Class B
Common Shares, will convert 500,000 of his Class B Common Shares to Common
Shares leaving him with 250,000 Class B Common Shares. He agrees to approve the
issuance of the 500,000 Class B Common Shares to A-G Tech and to enter into a
voting agreement requiring him to vote his Class B Common Shares to elect a
designee of A-G Tech to the Board of Directors for three years after the closing
of the acquisition. A-G Tech will agree to elect Kimberly Kelly-Wintenberg and
Thomas Reddoch to the Tice Board of Directors for three years after the
acquisition.

     Tice agrees to raise a minimum of $6,500,000 of cash or conversion of
outstanding debt in return for no more than 115,000,000 of its Common Shares.
The Lanrick Group, owned by Pat Martin, or its assignees will have the right to
invest an additional $500,000 in Tice at a purchase price of $0.07 per Common
Share for a period of three years from the closing. Tice will divest itself of
LandOak and MidSouth and not negotiate to acquire, or acquire, any other
businesses prior to the closing. Tice will terminate all of its employees and
enter into employment agreements reasonably acceptable to it with key employees
of A-G Tech. Additionally, Tice agreed to assist A-G Tech in obtaining financing
to purchase certain testing equipment costing $225,000. This financing has been
completed with a loan from the Tennessee Center for Research and Development
("TCRD") to A-G Tech. In connection with the loan, TCRD had the right to convert
the debt to Tice Common Shares at $0.07 per share that it has exercised, and
such funds are included as advanced by Tice to A-G Tech.

     Prior to closing, the University of Tennessee Research Corporation
("UTRC"), which is the licensor of the license relating to the Atmospheric
Plasma technology, must have approved the proposed transactions with Tice.

Atmospheric Glow Technologies

     In connection with the acquisition, Tice plans to form a new subsidiary
that will acquire the assets of A-G Tech. A-G Tech has licenses for the patented
One Atmospheric Uniform Glow Discharge Plasma (OAUGDP(TM) or Atmospheric Plasma)
technology developed by scientists at the University of Tennessee in Knoxville.
If the acquisition occurs, the following is a description of the possible
applications of the technology and management's general plan to develop it.

     Management believes that the OAUGDP(TM) technology offers capabilities that
prior plasma technologies could not provide. Because of its differentiating
features, OAUGDP(TM) costs less to generate than earlier technologies. Moreover,
the OAUGDP(TM) technology expands the applicability of plasma which management
believes provides new opportunities to create

                                       16

<PAGE>

value. A-G Tech, founded in January 2000, emerged from the laboratories of the
Departments of Electrical Engineering, Microbiology, Physics and Textiles at the
University of Tennessee when a multi-disciplinary group of scientists recognized
the potential market value of this technology.

     Atmospheric Plasma - as distinguished from blood plasma - is the fourth
state of matter and is a technology in its infancy. As a fundamental science
unto itself, Atmospheric Plasma is a potential source for a multitude of
applications and products. Fundamental technology forms such as transistors,
lasers and related innovations have provided a basis for revolutionary
advancements in applications and products. Tice management believes that
Atmospheric Plasma technology can follow a similar path.

     Management believes that the OAUGDP(TM) technology lends itself to the
development of products in a number of areas. These areas include: (1) air
filtration; (2) biotechnology; (3) chemical and biological decontamination;
(4) sterilization technology; (5) disinfection of food, beverage and
pharmaceutical fermentation processes; and (6) reduction of hydrocarbon based
pollutants and volatile organic compounds (such as diesel soot) to substances
such as water and carbon dioxide.

     The mission is to apply the proprietary OAUGDP(TM) technology to
innovatively satisfy unmet customer needs, create customer value and build a
profitable customer base. The plan is to work to accomplish this mission, and,
in turn, create shareholder value, by:

     1)   Forming teams for (a) research and development, (b) application
          specific product and business development, and (c) market and
          product-specific business;

     2)   Expanding internal technical and business management capabilities
          through retaining and hiring quality employees with relevant industry
          knowledge, functional skills and technology savvy for the application;

     3)   Establishing strategic alliances and outsourcing relationships with
          select corporations and institutions to lower costs and accelerate
          technical and product development (including technical measurements,
          testing and product evaluations);

     4)   Establishing business alliances (including manufacturing, marketing
          and sales distribution contract relationships, joint ventures and
          licensing agreements) with select corporations to lower costs, reduce
          risks and accelerate roll-out of product commercialization to maximize
          profitability; and

     5)   Leveraging investments and maximizing shareholder value by obtaining
          funding from government grants and contracts and corporate contracts
          for technology advancement and product development and
          commercialization.

     To date, A-G Tech has identified more than fifteen potential product
applications for its Atmospheric Plasma technology. A-G Tech therefore
anticipates entering and exiting multiple markets as it further develops the
technology. From an operating perspective, A-G Tech plans to pursue joint
ventures, partnerships and third-party relationships in order to speed business
development, maximize flexibility and mitigate risks.

                                       17

<PAGE>

     The Atmospheric Plasma platform technology is in part the result of an
investment of more than $5,000,000 and ten years of research by the University
of Tennessee. The technology platform is encompassed in a portfolio of eight
issued patents held by UTRC. During the past two years, A-G Tech has secured
over $1,500,000 in funding, primarily from government contracts, and has
advanced this university laboratory technology by extending it to an industrial
setting. A-G Tech has filed three additional patent applications/disclosures.
A-G Tech also holds a license (with rights to sub-license) for certain UTRC
patents and has recently amended the license with UTRC to clarify and enhance
its position. It has also recently acquired the rights to two patents on air
filtration from an unrelated entity to enhance A-G Tech's intellectual property
position. A-G Tech expects to file additional patent applications as the
technology is further developed.

     The OAUGDP(TM) platform technology generates plasma, the fourth state of
matter, in air under standard pressures at ambient temperatures without the need
for either a vacuum or non-atmospheric gas (e.g., compressed helium or argon).
Atmospheric Plasma technology therefore minimizes the need for special
equipment, reduces operating costs and, in turn, increases the applicability of
plasma. Importantly, based upon testing performed to date, Atmospheric Plasma
technology does not produce measurable harmful byproducts and has not had any
deleterious effects on sensitive materials. Oak Ridge National Laboratories has
tested the Atmospheric Plasma for specific gaseous byproducts and found it
compliant with existing OSHA and Environmental Protection Agency ("EPA")
guidelines.

     OAUGDP(TM) is formed by generating an electronic field by applying high
voltage audio frequency currents across two insulated metallic electrodes. This
configuration establishes uniform glow discharge which electronically breaks
down air into short-lived reactive "oxygen-based" chemicals as gases. These
"oxygen-based" chemicals consist of single oxygen atoms (O-normal oxygen in air
is O2), various nitrogen oxides and other oxygen radicals. Upon creation, these
active gases begin attaching to other atoms and the resulting chemistry serves
to alter otherwise stable molecular structures. When organic-based substances,
which can include warfare agents and microorganisms (like bacterial viruses and
molds), are exposed to these active gases, drastic and rapid changes occur in
their structures that result in their destruction or render them harmless. For
example, Atmospheric Plasma has been shown to neutralize the surrogates for such
chemical and biological warfare agents as sarin, mustard gas, smallpox and
anthrax.

     Currently A-G Tech is focused on developing five general applications that
are discussed below:

     .  air filtration and purification products

     .  DNA/RNA extraction products

     .  diesel emission-reducing products

     .  portable decontamination products

     .  medical and dental instrument sterilization products

Each general application area has the potential for multiple product
development. Prototypes have been developed for each of these applications.

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<PAGE>

     Four of these applications have received funding from the federal
government's Small Business Innovation Research ("SBIR") program through the
Department of Defense, the EPA and the National Institute of Health. These
included both Phase I and Phase II funding cycles. The DNA/RNA extraction device
has been internally funded. Management of A-G Tech believes that federal funding
will continue over the next five years as an important ongoing source of revenue
for product development in currently identified areas and application of the
technology in new areas.

     Air Filtration and Purification Products. Indoor air quality is recognized
as a major source of health related problems contributing to lost earnings due
to illness. In part, the growth of this market is driven by changes in federal,
state and local government policies. A-G Tech's initial product offering is the
Enhanced Plasma Sterilized Filter System, or the EPS(TM) System. Developed in
part with EPA SBIR Phase I and II funds to combat sick building syndrome, the
EPS(TM) System provides a safe, efficient and cost effective means of improving
Indoor Air Quality (IAQ). The system is designed to remove and render harmless
many types of bacteria, spores (including anthrax), mold, viruses, disease and
contaminating microorganisms present in indoor air streams. A-G Tech has begun
negotiations with a number of prospective industry partners regarding the
commercialization of the EPS(TM) System.

     DNA/RNA Extraction. The APR 510, A-G Tech's inaugural product, is designed
to help molecular biologists reduce the cost, complexity and time required to
extract/isolate DNA through a rapid, broad spectrum, dry process. The product
has been tested with bacteria, bacterial endspores, fungi, fungal endspores,
viruses and yeast, and found it can prepare DNA for further analysis in minutes
rather than hours or, in some cases, days. In tests monitored by independent
third parties, the device has successfully "prepared" DNA from a mixture of six
microorganisms. Several independent laboratories are currently evaluating the
product and there have been limited sales of the product to date.

     Portable Decontamination ("PD") Devices. PD devices are mobile
decontamination devices developed in part with funding from the Department of
Defense. These devices are designed to provide a safe, non-destructive
decontamination capability for battlefield deployment and for office
environments. It is anticipated that PD devices will provide a method for
dealing with chemical and biological warfare agents as well as commercial
cleanups involving mold removal and treatment. Initial target markets include
military and government agencies and environmental remediation firms.

     Regenerative Diesel Exhaust ("RDE") Filter Systems. Emissions from diesel
engines are associated with significant environmental damage including materials
corrosion, crop damage and acid rain. The EPA recently issued a mandate to
reduced smog-causing nitrogen oxides from diesel vehicles by 95% and soot by
90%. Also proposed was a significantly reduced particulate matter emission
standard for new heavy-duty engines in engine model year 2007. The RDE Filter
System significantly reduces the particulate matter (soot) and volatile organic
compound ("VOC") emissions of diesel engines and is designed to help diesel
engine operators/manufacturers meet the aggressive soot and VOC reduction
standards established by the EPA. Similar standards take effect in the European
Union in 2005. A-G Tech has developed a working prototype for small diesel
engines and received SBIR Phase II funding from the EPA which began in June
2002. The National Transportation Research Center which is affiliated with Oak
Ridge National Laboratories will participate in the EPA phase II work as an
independent test facility.

                                       19

<PAGE>

     Sterilization of Medical and Dental Instruments. Today's hospitals are
performing sophisticated surgeries with a limited supply of complex instruments
that have proven difficult to sterilize. High capital cost, lengthy turnaround
time and increasingly stringent federal regulation are making sterilization of
instruments with ethylene oxide impractical. A-G Tech has developed an
atmospheric plasma device that it believes eradicates over 99% of microorganisms
and biofilms in seconds to minutes with no detectable damage to the instrument.
Unlike similar sterilization systems currently on the market, there is no
requirement for an expensive vacuum system.

     OAUGDP(TM) is protected by multiple patents and A-G Tech has a license
under which it has the right to commercially develop the technology in
territories in which patents exist. A-G Tech has a right of first refusal to
acquire licenses for related patents issued in the future during the term of the
license. The license is subject to certain rights held by or restrictions
imposed by the United States or agencies of the United States which arose as a
result of the receipt of government funding. In addition, the license is subject
to prior rights in several entities, most of which Tice believes to have been
abandoned and which belief will be confirmed prior to closing. In addition, UTRC
has retained the right to grant non-commercial licenses for educational,
research and institutional purposes to UTRC, the University of Tennessee, and
the originators of the patents and non-profit institutions with which they are
affiliated. The exclusions and the right to grant additional commercial licenses
are expected to be deleted in the amendment to the license. A-G Tech is also
negotiating to obtain a right of first refusal for additional patents relating
to the Atmospheric Plasma technology in the amendment.

     Under the license, A-G Tech must pay UTRC royalties of 3% of net sales. A-G
Tech also is required to pay an annual license maintenance fee of which $20,000
that was paid in December 2002. In addition, $20,000 will be due to UTRC in
September 2003, $40,000 in September 2004 and September 2005, and $50,000 in
September of each following year. Any royalties paid during the twelve month
period prior to the payment due date (September 30) are credited against the
annual license maintenance fee. A-G Tech must also pay UTRC 10% of the first
$100,000 received by A-G Tech in other payments relating to the technology and
patents (excluding royalties), 20% of the second $100,000 and 30% of amounts in
excess of $200,000.

Factors Relating To Forward-Looking Statements

     This section captioned "Special Considerations" 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. See "Other
Factors Relating to Forward-Looking Statements" below.

     Acquisition. Tice has decided to seek opportunities through acquisition.
Management believes that the acquisition of the assets of A-G Tech, with
sufficient capital and the right management, can lead to creation of long term
value. There is no assurance that Tice will be able to meet the conditions
necessary to consummate the agreement with A-G Tech, that it will be able to
obtain sufficient capital for the successful development and commercialization
of the new technology, or that the market and general economic conditions will
allow for successful commercialization of new applications.

                                       20

<PAGE>

     Divestiture of Existing Businesses. Tice intends to divest itself of both
LandOak and MidSouth, and must do so prior to closing of the purchase of A-G
Tech. There are no assurances that current negotiations to sell LandOak or all
conditions under the MidSouth sale agreement will be successfully met in order
to satisfy the requirements of the Term Sheet.

     Product Development. If the A-G Tech acquisition is successfully
consummated, the key to future success will be the Company's ability to develop
and commercialize new applications using the OAUGDP(TM) technology. There are no
assurances that the Company can successfully develop or commercialize new
applications of the OAUGDP(TM) technology.

     Key Management and Technical Staff. The Company must be able to identify,
recruit and retain key management and technical staff. There are no assurances
such individuals can be identified, hired or retained.

     New Capital. The success of the Company's acquisition of A-G Tech and its
future operations are dependent on the Company's ability to raise sufficient
capital for these needs. There are no assurances that the Company can raise
these funds.

Other Factors Relating to Forward-Looking Statements

     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, Tice may be unable to expand its
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 elsewhere in this
"Management's Discussion and Analysis" and those factors listed below. Some of
those factors will change with the sale of the operations described elsewhere
herein.

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<PAGE>

          .    the inability to consummate the acquisition of A-G Tech, and if
               successful, the following factors will apply;

          .    the lack of working capital needed to further develop and apply
               the OAUGDP(TM) technology and management's ability to find
               acceptable financing to supply such working capital;

          .    the potential failure to successfully negotiate licensing
               agreements, or find strategic partners to further develop, or
               potential buyers for, the OAUGDP(TM) technology;

          .    the shortage of qualified and competent engineers, scientists or
               biologists and the risk that the Company will be unable to retain
               key employees and managers;

          .    dependence on start-up technologies and applications and the
               ability to continue to successfully obtain government contracts
               which are expected to generate most of the Company's revenue for
               some time after the acquisition;

          .    the unanticipated expense of new product development, the
               potential failure to complete new products on a timely and cost
               effective basis, and the failure of any such products to achieve
               substantial market acceptance;

          .    the dependence on patents and the ability to protect proprietary
               products, the potential that existing patents or future patents
               obtained by the Company will not be enforceable, the risk that
               the 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.        Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

         Within the ninety days prior to the date of this report, the Company's
Chief Executive Officer and the Chief Accounting Officer carried out an
evaluation of the effectiveness of the design and operations of the Company's
disclosure controls and procedures. The Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in its periodic SEC filings is recorded, processed and reported
within the time periods specified in the SEC's rules and forms. Based upon that
evaluation, the Chief Executive Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting him to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.

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<PAGE>

Changes in Internal Controls

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities

     During the three month period ended December 31, 2002, Tice issued
promissory notes in principal amounts totaling $41,965. The promissory notes, at
the option of the holder, may be converted to Tice Common Shares at a rate of
$0.07 per share if Tice's Certificate of Incorporation is amended to increase
Tice's number of authorized Common Shares to 400,000,000. Tice expects to hold
the shareholders' meeting to approve the increase in authorized shares, among
other things, in March 2003 and is working on the proxy materials. The notes
were issued privately under Section 506 of Regulation D of the Securities Act of
1933 to accredited investors and investors who the Company believes either alone
or with their purchaser representatives have such knowledge and experience in
financial and business matters so as to be capable of evaluating the risks of
the investment. Each investor is required to execute a Subscription Agreement on
which the investor makes representations regarding the investor's financial
status and investing experience. LandOak Securities, LLC, a company owned by two
of Tice's directors, acted as placement agent and will receive a 6% commission
on funds raised.

     The Company issued an option to David G. Camp, former Chief Financial
Officer of the Company, to purchase 25,000 Tice Common Shares at $0.20 per share
for a period of three years effective October 1, 2002.

Item 6. Exhibits and Reports on Form 8-K.
<TABLE>
<S>                                                           <C>               <C>

(a)  Exhibits Index

     --------------------------------------------------------------------------------
                                                                Exhibit         Page
                                                              Table Number     Number
     --------------------------------------------------------------------------------
     I.   Plan of Acquisition, Reorganization, Arrangement,
          Liquidation or  Succession                               2
     --------------------------------------------------------------------------------
          (i)  Term Sheet between Tice Technology, Inc.
               and Atmospheric Glow  Technologies, LLC                            *
     --------------------------------------------------------------------------------
          (ii) Asset Purchase and Supply Agreement between
               MidSouth Sign Company, Inc. and Jerry Dunlap,
               dba MidSouth Sign Erectors, LLC                                    *
     --------------------------------------------------------------------------------
          (iii) Stock Purchase Agreement between
               Tice Technology, Inc. and   Jerry Dunlap                           *
     --------------------------------------------------------------------------------
          (iv) Asset Purchase Agreement between MidSouth
               Sign Company, Inc. and National Services
               Associates, Inc.                                                   *
     --------------------------------------------------------------------------------
</TABLE>

                                       23

<PAGE>
<TABLE>
<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.                                                                   #
 ------------------------------------------------------------------------------------
 IV.  Additional Exhibits                                          99
 ------------------------------------------------------------------------------------
      (i)  Certifications - Chief Executive Officer,
           Charles R. West                                                       26
 ------------------------------------------------------------------------------------
      (ii) Certifications - Chief Accounting Officer,
           Sharon Draper                                                         27
 ------------------------------------------------------------------------------------
      (iii)Certification - (S)906 - Chief Executive Officer,
           Charles R.  West                                                      28
 ------------------------------------------------------------------------------------
      (iv) Certification - (S)906 - Chief Accounting Officer,
           Sharon Draper                                                         29
 ------------------------------------------------------------------------------------
</TABLE>

*    Previously filed as an exhibit to Form 10-KSB for the year ended March 31,
     2002.

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

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

(b)  There were no reports on Form 8-K filed during the quarter ended
     December 31, 2002.


                                       24

<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:    February 6, 2003


                                         By: /s/ Sharon Draper
                                            -------------------------------
                                            Sharon Draper,
                                            Chief Accounting Officer

                                            Date:    February 6, 2003



                                       25