<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 September 30, 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 October 15, 2002 was 22,773,329 Common Shares, 750,000 Class B
Common Shares and 0 Class D Common Shares.

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


                            Exhibit Index at page 23.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.   Financial Statements.

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Condensed Consolidated Balance Sheets -- As of September 30, 2002                              3
    and March 31, 2002

Condensed Consolidated Statements of Operations -- For the Three and Six Months                5
    Ended September 30, 2002 and 2001

Condensed Consolidated Statements of Cash Flows -- For the Six Months                          6
    Ended September 30, 2002 and 2001

Notes to Condensed Consolidated Financial Statements                                           7
</TABLE>

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                               September 30,            March 31,
                                                                                   2002                 2002 (1)
                                                                            -----------------        --------------
                                                                               (unaudited)
<S>                                                                         <C>                      <C>
Assets

Cash and cash equivalents                                                   $       1,672,822        $      131,548
Accounts receivable, net                                                              700,212               785,835
Current portion of financing notes receivable, net                                    171,723               218,738
Advances to Atmospheric Glow Technologies, LLC                                      1,809,000                    --
Employee advances receivable                                                               --                53,485
Prepaid expenses and other current assets                                              38,700                82,712
Costs and estimated earnings in excess of billings
     on uncompleted contracts                                                              --                45,388
Vehicles held for sale, net                                                           164,810             1,317,571
Note receivable - other                                                               130,029                    --
Inventory, net                                                                        184,975               203,738
                                                                            -----------------        --------------

     Total current assets                                                           4,872,271             2,839,015

Property and equipment:
     Leasehold improvements                                                             5,157                26,794
     Furniture, fixtures and equipment                                                299,892               515,753
     Rental and lease vehicles                                                        749,848               818,984
     Building and improvements                                                             --               344,188
     Land                                                                                  --               123,000
     Vehicles                                                                          48,000               191,348
                                                                            -----------------        --------------

     Total property and equipment                                                   1,102,897             2,020,067

     Less accumulated depreciation                                                   (391,381)             (436,636)
                                                                            -----------------        --------------

               Property and equipment, net                                            711,516             1,583,431

Financing notes receivable, less current portion, net                                 110,823               152,666
Patents, net                                                                          157,803               160,822
Debt issuance costs, net                                                                8,165                13,609
Other assets                                                                           40,000                    --
                                                                            -----------------        --------------

     Total assets                                                           $       5,900,578        $    4,749,543
                                                                            =================        ==============
</TABLE>

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

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                                                               September 30,            March 31,
                                                                                   2002                 2002 (1)
                                                                             ----------------       ---------------
                                                                                (unaudited)
<S>                                                                        <C>                   <C>
Liabilities and Stockholders' Deficit

Current portion of notes payable                                             $      4,855,740       $     3,963,758
Current portion of notes payable to related parties                                 2,421,250               681,609
Accounts payable                                                                      842,407             1,454,505
Accrued liabilities                                                                   465,267               778,594
Current portion of capital lease obligations                                           37,944                54,474
Other current liabilities                                                             114,726               222,470
                                                                             ----------------       ---------------

         Total current liabilities                                                  8,737,334             7,155,410

Notes payable, less current portion, net                                            1,692,827             1,313,676
Capital lease obligations, less current portion                                        38,135                55,491
Other liabilities                                                                          --                27,957
                                                                             ----------------       ---------------

         Total liabilities                                                         10,468,296             8,552,534

Stockholders' deficit                                                              (4,567,718)           (3,802,991)
                                                                             ----------------       ---------------

     Total liabilities and stockholders' deficit                             $      5,900,578       $     4,749,543
                                                                             ================       ===============
</TABLE>

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

 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                         For the three months             For the six months
                                                          ended September 30,             ended September 30,
                                                          -------------------             -------------------
                                                        2002               2001            2002            2001
                                                                        (restated)                      (restated)
                                                      --------          ----------        -------       ----------
                                                             (unaudited)                       (unaudited)
<S>                                                 <C>               <C>                  <C>             <C>
Operating revenues:
    Royalties                                       $   30,174        $     45,000     $   60,348      $    70,500
                                                    ----------        ------------     ----------      -----------

    Total operating revenues                            30,174              45,000         60,348           70,500

Operating expenses:
    Selling, general and administrative                175,551              87,371        376,464          205,767
                                                    ----------        ------------     ----------      -----------

    Total operating expenses                           175,551              87,371        376,464          205,767
                                                    ----------        ------------     ----------      -----------

Operating loss                                        (145,377)            (42,371)      (316,116)        (135,267)

Other expense:
    Interest expense                                   (88,592)            (48,539)      (131,879)         (97,920)
    Other expense                                           --                  --        (50,000)              --
                                                    ----------        ------------     ----------      -----------

    Net other expense                                  (88,592)            (48,539)      (181,879)         (97,920)
                                                    ----------        ------------     ----------      -----------

Loss from continuing operations
        before foreign taxes                          (233,969)            (90,910)      (497,995)        (233,187)
Provision for foreign taxes                              3,017               4,500          6,035            7,050
                                                    ----------        ------------     ----------      -----------

Loss from continuing operations                       (236,986)            (95,410)      (504,030)        (240,237)

Discontinued operations net of applicable
        income taxes:
    Loss from operations of discontinued
        subsidiaries                                  (179,501)           (438,446)      (549,622)        (840,963)
    Gain (loss) from disposal of assets                288,925            (678,411)       288,925         (678,590)
                                                    ----------        ------------     ----------      -----------

Gain (loss) from discontinued operations               109,424          (1,116,857)      (260,697)      (1,519,553)
                                                    ----------        ------------     ----------      -----------

Net loss                                            $ (127,562)       $ (1,212,267)    $ (764,727)     $(1,759,790)
                                                    ==========        ============     ==========      ===========

Loss per share (basic and diluted):
    Continuing operations                           $    (0.01)       $      (0.00)    $    (0.02)     $     (0.01)
                                                    ==========        ============     ==========      ===========
    Discontinued operations                         $    (0.00)       $      (0.05)    $    (0.01)     $     (0.07)
                                                    ==========        ============     ==========      ===========
    Net loss per share                              $    (0.01)       $      (0.05)    $    (0.03)     $     (0.08)
                                                    ==========        ============     ==========      ===========
</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 six months
                                                                                ended September 30,
                                                                           2002                  2001
                                                                        -----------          ------------
                                                                                    (unaudited)
<S>                                                                     <C>                  <C>
Net cash flows from operating activities:
    Net loss                                                            $  (764,727)         $ (1,759,790)
    Adjustments to reconcile net loss to net
        cash used by operating activities:
         Depreciation                                                       247,938               756,500
         Amortization                                                        19,957                72,118
         Increase in cash surrender value of life insurance                      --                (1,000)
         Change in allowance for doubtful accounts                           40,000               (19,435)
         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                                                       (199,899)              375,692
         Prepaid expenses and other assets                                  126,600               (46,381)
         Inventory                                                           18,763               (97,803)
         Accounts payable and accrued liabilities                          (547,034)              (52,127)
         Other liabilities                                                 (135,701)               32,950
                                                                        -----------          ------------

    Net cash used by operating activities                                (1,483,028)              (52,686)

Cash flows from investing activities:
    Purchases of property and equipment                                     (24,639)           (1,518,931)
    Proceeds from disposal of property and equipment                      1,550,326             1,965,352
    Payments received on financing and other notes receivable                98,329                63,058
    Advances to Atmospheric Glow Technologies, LLC                       (1,809,000)                   --
    Additions to other assets                                               (40,000)              (51,219)
                                                                        -----------          ------------

    Net cash (used) provided by investing activities                       (224,984)              458,260

Cash flows from financing activities:
    Proceeds from notes payable and long-term debt                        3,000,115             1,287,946
    Proceeds from notes payable to related parties                        1,871,250                    --
    Proceeds from life insurance loan                                            --                20,376
    Principal payments on notes payable to related parties                 (131,609)              (27,122)
    Principal payments on notes payable and long-term debt               (1,462,478)           (1,488,936)
    Principal payments on capital lease obligations                         (27,992)              (35,279)
    Net change in escrow account                                                 --              (256,011)
                                                                        -----------          ------------

    Net cash provided (used) by financing activities                      3,249,286              (499,026)
                                                                        -----------          ------------

    Net increase (decrease) in cash and cash equivalents                  1,541,274               (93,452)

Cash and cash equivalents, beginning of period                              131,548               173,205
                                                                        -----------          ------------

Cash and cash equivalents, end of period                                $ 1,672,822          $     79,753
                                                                        ===========          ============
</TABLE>

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       6

<PAGE>

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

1.       Condensed Consolidated Financial Statements

         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 six-month periods ended
         September 30, 2002 are not necessarily indicative of the results that
         may be expected for the year ended March 31, 2003. 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, 2002.

         During fiscal year 2002, the Company discontinued operations of its
         MidSouth and LandOak subsidiaries and began pursuing opportunities to
         sell these subsidiaries. During the three-month period ended September
         30, 2002 the Company sold the installation and surveying divisions of
         MidSouth. In August of 2001, the Company discontinued the operations of
         TES. The results of operations for the three- and six-months ended
         September 30, 2001 have been restated in the same format as the three-
         and six-months ended September 30, 2002.

2.       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 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.

                                       7

<PAGE>
Notes to Condensed Consolidated Financial Statements (unaudited), continued

2.       Disposal of Business Divisions, continued

         Revenues and income (losses) from operations net of applicable income
         taxes of discontinued operations are as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended (amounts in thousands)
                         September 30, 2002                       September 30, 2001
                         ------------------                       ------------------
                    LandOak    MidSouth    Total        TES      LandOak     MidSouth      Total
                    -------    --------    -----        ---      -------     --------      -----
  <S>               <C>        <C>         <C>       <C>         <C>         <C>         <C>
  Revenue           $   104    $    792    $  896    $      0     $  610     $  1,502    $  2,112
  Gain (loss)       $  (110)   $    219    $  109    $ (1,056)    $  (69)    $      8    $ (1,117)
</TABLE>

<TABLE>
<CAPTION>
                                          Six Months Ended (amounts in thousands)
                         September 30, 2002                       September 30, 2001
                         ------------------                       ------------------
                    LandOak    MidSouth    Total        TES      LandOak     MidSouth      Total
                    -------    --------    -----        ---      -------     --------      -----
  <S>               <C>        <C>         <C>       <C>         <C>         <C>         <C>
  Revenue           $   311    $  1,799    $ 2,110   $      0    $ 1,281     $  3,240    $   4,521
  Gain (loss)       $  (223)   $    (38)   $  (261)  $ (1,066)   $  (503)    $     49    $  (1,520)
</TABLE>

         Total assets and liabilities are as follows:

<TABLE>
<CAPTION>
                         September 30, 2002                        March 31, 2002
                         ------------------                        --------------
                    LandOak    MidSouth    Total        TES      LandOak     MidSouth      Total
                    -------    --------    -----        ---      -------     --------      -----
  <S>               <C>        <C>         <C>       <C>         <C>         <C>         <C>
  Assets            $ 1,754    $  1,202    $ 2,956   $     40    $ 2,534     $  1,877    $   4,451
  Liabilities       $ 3,072    $  1,309    $ 4,381   $    315    $ 4,207     $  2,298    $   6,820
</TABLE>

3.       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.

4.       Inventory

         Inventory consists of the following:

<TABLE>
<CAPTION>
                                                   September 30,                  March 31,
                                                       2002                         2002
                                               ----------------------      --------------------
                  <S>                          <C>                         <C>
                  Raw materials                $              60,136       $              58,140
                  Work in process                             65,552                      86,575
                  Finished goods                              59,287                      59,023
                                               ---------------------       ---------------------
                                               $             184,975       $             203,738
                                               =====================       =====================
</TABLE>

5.       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

                                       8

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

5.       Loss per share, continued

         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 six months
                                            ended September 30,          ended September 30,
                                            -------------------          -------------------
                                             2002        2001             2002       2001
                                             ----        ----             ----       ----
              <S>                         <C>            <C>           <C>          <C>
              Loss:
              Basic and diluted:
                  Loss available to
                    common stockholders   $  (127,562)   $(1,212,267)  $  (764,727) $ (1,759,790)

              Shares:
                Basic and diluted:
                  Weighted average common
                    shares outstanding     23,523,329     22,398,329    23,523,329    22,398,329
</TABLE>

6.       Notes Payable and Long-Term Debt

         Since March 31, 2002, the Company has issued $2,977,916 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 $3,142,066 (including $26,250 to a related
         party), 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.
         Additionally, the Company has issued $1,845,000 of 10%, 180 day notes
         payable to a related party.

7.       Income Taxes

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

8.       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 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

                                       9

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

8.       Contingent Matters, continued

         continuing operations until the closing of the acquisition. Since March
         31, 2002, the Company has advanced $1,809,000 to A-G Tech.
         Additionally, as required under the term sheet and to fund the ongoing
         expenses of TTI and TES, the Company is seeking to raise $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. Through October 15, 2002, the Company has
         issued approximately $3.2 million in notes to investors.

         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.

         The Company has received a waiver letter from its primary lender to
         LandOak allowing the Company additional time to meet its obligations
         under the terms and conditions of its loan agreement.

9.       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

                                       10

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

9.       Continuing Operations, continued

         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 Atmospheric Glow
         Technologies, LLC, 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 December 2002. Based on
         the successful results to date of the first phase of funding and its
         negotiations for the divestitures of both LandOak 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 decreased $14,826 to $30,174 in the second
quarter of fiscal year 2003 from $45,000 in the second quarter of fiscal year
2002. For the first six months of fiscal year 2003 royalty revenue decreased
$10,152 to $60,348 from $70,500 in the same period of fiscal year 2002. These
decreases were the result of fewer patents in fiscal year 2003.

         Selling, general and administrative expenses, comprised primarily of
expenses of the holding company, increased in the three- and six-month periods
ended September 30, 2002 by 101% and 83%, 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 six-month period ended September
30, 2002 increased 83% and 35%, 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 six-month period ended September
30, 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 148% to $236,986 in
the second quarter of fiscal year 2003 from $95,410 in the second quarter of
fiscal year 2002. For the first six months of fiscal year 2003 the loss from
continuing operations increased 110% to $504,030 from

                                       11

<PAGE>

$240,237 in the same period of fiscal year 2002. This increase was primarily the
result of increased selling, general and administrative and interest expenses

         The Company has a gain from discontinued operations in the second
quarter of fiscal year 2003 of $109,424 compared to a loss from discontinued
operations of $1,116,857 in the second quarter of fiscal year 2002, a difference
of $1,226,281. For the first six months, the loss from discontinued operations
decreased $1,258,856 to $260,697 in fiscal year 2003 from $1,519,553 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.

Liquidity and Capital Resources

         Cash flows from operations are not sufficient to fund the Company's
current business activities. The increase of cash used in operations of
$1,430,342 to $1,483,028 for the six-month period ending September 30, 2002 from
$52,686 in the comparable period for fiscal year 2002 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 $224,984 for the six-month period
ended September 30, 2002 as compared to cash provided by investing activities of
$458,260 in the comparable period of fiscal year 2002. The $683,244 decrease was
mainly due to an offset of fewer fixed asset purchases and $1,809,000 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 $3,249,286 for the six-month
period ended September 30, 2002 as compared to cash used in financing activities
of $499,026 in the comparable period of fiscal year 2002. The $3,748,312
increase is primarily due to the $3,583,419 increase in proceeds provided from
notes payable and long-term debt during the current period over the same period
of fiscal year 2002. 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 with A-G Tech (the "Term Sheet"), Tice will name a new President
and CEO, 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

                                       12

<PAGE>

President and CEO of Tice, will become the CFO 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 $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 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

                                       13

<PAGE>

of Tice in return for the buyers' assumption of the LandOak liabilities. 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 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 NSA division 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. 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, provided that
Tice pays off the MidSouth secured debt to two financial institutions 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 not expected to exceed $300,000 and will bear interest at 6%. As of
October 15, 2002, Tice had advanced MidSouth $250,000 as part of this agreement,
but had not retired the debt to the two financial institutions. 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 set for December 17, 2002 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

                                       14

<PAGE>

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 $1,809,000 having been advanced through
September 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 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 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
agree to 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 $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

                                       15

<PAGE>

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 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

                                       16

<PAGE>

    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.

         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 O\\2\\), 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

                                       17

<PAGE>

         .    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.

         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

                                       18

<PAGE>

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.

         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 was due in September 2002, but has not been paid. A-G Tech has not
received a notice of non-payment. 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

                                       19

<PAGE>

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.

         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

                                       20

<PAGE>

repaid regardless of operating results. Equity financing could result in
dilution to existing stockholders.

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

         Such other factors include, among others, those described 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.

         .    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.

                                       21

<PAGE>

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.

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 September 30, 2002, Tice issued
promissory notes in principal amounts totaling $3,200,000. 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, on December 17, 2002 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.

         The Lanrick Group acted as placement agent and will receive a 6%
commission on funds raised. The Lanrick Group will also have the option to
acquire up to $500,000 of the Common Shares at a price of $0.07 per share for
three years from the closing.

                                       22

<PAGE>

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

(a)   Exhibits Index

<TABLE>
<CAPTION>
         ----------------------------------------------------------------------------------------------------------
                                                                                        Exhibit           Page
                                                                                     Table Number        Number
                                                                                     ------------        ------
         ----------------------------------------------------------------------------------------------------------
         <S>                                                                         <C>                 <C>
          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.                                                                        *
         ----------------------------------------------------------------------------------------------------------

          II.  Articles of Incorporation and Bylaws                                        3
         ----------------------------------------------------------------------------------------------------------
               (i)   Certificate of Incorporation of Tice Technology,
                     Inc.                                                                                  +/-
         ----------------------------------------------------------------------------------------------------------
               (ii)  Bylaws of Tice Technology, Inc.                                                       +/-
         ----------------------------------------------------------------------------------------------------------

          III. Instruments Defining Rights of Security Holders                             4
         ----------------------------------------------------------------------------------------------------------
               (i)   Form of Promissory Note Issued in Connection
                     with Private Placement Closed on June 25, 1999                                          #
         ----------------------------------------------------------------------------------------------------------
               (iii) Warrant Agreement relating to Rights to Purchase
                     up to 100,000 Common Shares of Tice
                     Technology, Inc. Received by Holders of the
                     Promissory Notes                                                                        #
         ----------------------------------------------------------------------------------------------------------
               (iv)  Security Agreement Pledging Patents as Security
                     for Promissory Notes                                                                    #
         ----------------------------------------------------------------------------------------------------------
               (v)   Registration Rights Agreement Giving Purchasers
                     under the Private Placement Closed on June 25,
                     1999 Certain Demand and Piggyback Registration
                     Rights                                                                                  #
         ----------------------------------------------------------------------------------------------------------
               (vi)  Option Agreement Relating to Option to Purchase
                     Up to 50,000 Common Shares of Tice
                     Technology, Inc. Granted to Finder                                                      #
         ----------------------------------------------------------------------------------------------------------
               (vii) Incentive Stock Option Plan and Agreement
                     Between Charles R. West and Tice Technology,
                     Inc.                                                                                    #
         ----------------------------------------------------------------------------------------------------------
</TABLE>

                                       23

<PAGE>

<TABLE>
<CAPTION>
         ----------------------------------------------------------------------------------------------------------
                                                                                        Exhibit           Page
                                                                                     Table Number        Number
                                                                                     ------------        ------
         ----------------------------------------------------------------------------------------------------------
         <S>                                                                         <C>                 <C>
          IV.  Additional Exhibits                                                        99
         ----------------------------------------------------------------------------------------------------------
               (i)   Certifications - Chief Executive Officer, Charles
                     R. West                                                                                26
         ----------------------------------------------------------------------------------------------------------
               (ii)  Certifications - Chief Accounting Officer, Sharon
                     Draper                                                                                 27
         ----------------------------------------------------------------------------------------------------------
</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
      September 30, 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: November 7, 2002

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

                                      Date: November 7, 2002

                                       25